Common use of Purchase, Sale and Delivery of Offered Securities Clause in Contracts

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company that number of shares of Firm Stock (rounded up or down, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares of Firm Stock by a fraction the numerator of which is the number of shares of Firm Stock set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”). The Company will deliver the Firm Stock to the Representatives for the respective accounts of the several Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor in federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx, payable to the order of the Company, all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on , 2005, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “First Closing Date”. The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and XX Xxxxx. The Company shall make the certificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock (subject to adjustment by XX Xxxxx to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by XX Xxxxx to the Company. The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Stock to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor in federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx payable to the order of the Company all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Stockholder agrees, severally and not jointly, to sell to each Underwriterthe Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ per share, that number of shares of Firm Stock Securities (rounded up or down, as determined by XX Xxxxx the Representatives in its their discretion, in order to avoid fractions) obtained by multiplying shares [ ] Firm Securities in the case of the Company and the number of Firm Stock Securities set forth opposite the name of such Selling Stockholder in Schedule A-2 hereto in the case of a Selling Stockholder, in each case, by a fraction the numerator of which is the number of shares of Firm Stock Securities set forth opposite the name of such Underwriter in Schedule A A-1 hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”)Securities. The Company and the Selling Stockholders will deliver the Firm Stock Securities to the Representatives for the respective accounts of the several Underwriters (in the a form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing reasonably acceptable to the Company given at or prior to 12:00 NoonRepresentatives, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor purchase price in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx, payable the Representatives drawn to the order of the Company, all at the offices office of Xxxxxx Shearman & Xxxxxxx Sterling LLP, 00000 Xxxx 1000 Xxxxx XxxxxXxxx, Xxxxx 000Menlo Park, Xxx XxxxxCalifornia 94025, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on , 2005or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, in accordance with Rule 15c6-1 of the Exchange Act. The such time and date of such payment and delivery are being herein referred to as the “First Closing Date”. The For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the location of delivery of, and Offered Securities sold pursuant to the form of payment for, the Firm Stock may be varied by agreement between the Company and XX Xxxxxoffering. The Company shall make the certificates for the Firm Stock available Securities so to be delivered will be in definitive form, in such denominations and registered in such names as the Representatives request and will be made available for examination on behalf checking and packaging at the above office of the Underwriters in New York, New York Shearman & Sterling LLP at least twenty-four 24 hours prior to the First Closing Date. For In addition, upon written notice from the purpose Representatives given to the Company from time to time not more than 30 days subsequent to the date of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The Securities at the purchase price per share Security to be paid for the Optional Stock shall be the Purchase PriceFirm Securities. The Company agrees to sell to the Underwriters the number of shares of up to [ ] Optional Stock specified in the written notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional StockSecurities. Such shares of Optional Stock Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx the Representatives to eliminate fractions). The option granted hereby ) and may be exercised as to all or any part purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this AgreementFirm Securities. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx the Representatives to the Company. The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and Each time for the delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Securities, being herein referred to as an “Optional Stock (Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, but not earlier) is herein called the if any, being sometimes referred to as a “Option Closing Date” and ”), shall in no event be earlier than two (2) business days nor determined by the Representatives but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Stock Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Underwriters (in the form of definitive certificatesRepresentatives, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor purchase price in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx payable the Representatives drawn to the order of the Company all , at the offices above office of Xxxxxx Shearman & Xxxxxxx Sterling LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the location above office of delivery of, and the form Shearman & Sterling LLP at a reasonable time in advance of payment for, the such Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the ProspectusClosing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriter, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] per share, that number of shares of Firm Stock Securities (rounded up or down, as determined by XX Xxxxx the Representatives in its their discretion, in order to avoid fractions) obtained by multiplying shares of [ ] Firm Stock Securities by a fraction the numerator of which is the number of shares of Firm Stock Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”)Securities. The Company will deliver the Firm Stock Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters (in the a form of definitive certificates, issued in such names and in such denominations as reasonably acceptable to the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor purchase price by the Underwriters in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx, payable the Representatives drawn to the order of the Company, all at the offices office of Xxxxxx Fenwick & Xxxxxxx West LLP, 00000 Xxxx Xxxxx Xxxxx000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxx XxxxxXxxxxxxx Xxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 [ ] A.M., New York time, on [ ], 20052013, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as the Exchange Act. The Representatives and the Company determine, such time and date of such payment and delivery are being herein referred to as the “First Closing Date”. The For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the location of delivery ofOffered Securities sold pursuant to the offering. In addition, and upon written notice from the form of payment for, the Firm Stock may be varied by agreement between Representatives given to the Company and XX Xxxxx. The Company shall make the certificates for the Firm Stock available Selling Stockholders from time to time not more than 30 days subsequent to the Representatives for examination on behalf date of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The Securities at the purchase price per share Security to be paid for the Optional Stock shall be the Purchase PriceFirm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by XX Xxxxx described below and the Underwriters Selling Stockholders agree, severally and not jointly, to purchase such shares sell to the Underwriters the respective numbers of Optional StockSecurities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of Optional Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions) indicated in such notice. Such shares of Optional Stock Securities shall be purchased from the Company Selling Stockholders for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx the Representatives to eliminate fractions). The option granted hereby ) and may be exercised as to all or any part purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this AgreementFirm Securities. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and, to the extent not previously exercised, may be surrendered and terminated at any time upon notice by XX Xxxxx to the Company. The option granted hereby may be exercised by written notice being given Representatives to the Company and the Selling Stockholders. Certificates in negotiable form or book-entry entitlements for the Offered Securities to be sold by XX Xxxxx setting forth the number of Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under Custody Agreements made with Computershare Inc., as custodian (“Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates or the book-entry entitlements held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Optional Stock Underwriters hereunder, that the arrangements made by such Selling Stockholder for such custody are to that extent irrevocable as provided in the Custody Agreement, and that the obligations of such Selling Stockholder hereunder shall not be purchased terminated by operation of law, whether by the Underwriters death of such Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, book-entry positions for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the date and Custodian shall have received notice of such death or other event or termination. Each time for the delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Securities, being herein referred to as an “Optional Stock (Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, but not earlier) is herein called the if any, being sometimes referred to as a “Option Closing Date” and ”), shall in no event be earlier than two (2) business days nor determined by the Representatives but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company Selling Stockholders will deliver the Optional Stock Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price purchase price therefor in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx payable the Representatives drawn to the order of the Company all [Custodian], at the offices above office of Xxxxxx Fenwick & Xxxxxxx West LLP. The Optional Securities being purchased on each Optional Closing Date, 00000 Xxxx Xxxxx Xxxxxor evidence of their issuance, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall will be of the essence, and delivery made available for checking at the above office of Fenwick & West LLP at a reasonable time and place specified pursuant to this Agreement is a further condition in advance of the obligations of each Underwriter hereunder. The Company shall make the certificates for the such Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company that number of shares of Firm Stock (rounded up or down, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares of Firm Stock by a fraction the numerator of which is the number of shares of Firm Stock set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”). The Company will deliver the Firm Stock to the Representatives for the respective accounts of the several Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor in federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx, payable to the order of the Company, all at the offices of Xxxxxx & Xxxxxxx LLPMintz, 00000 Xxxx Xxxxx XxxxxLevin, Xxxxx 000Cohn, Ferris, Glovsky and Popeo, P.C., Xxx XxxxxXxxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxxxx, XX 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on , 20052006, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “First Closing Date”. The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between among the Company and XX Xxxxx. The Company shall make the certificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock (subject to adjustment by XX Xxxxx to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by XX Xxxxx to the Company. The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Stock to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor in federal (same day) funds by certified or official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx payable to the order of the Company all at the offices of Xxxxxx & Xxxxxxx LLPMintz, 00000 Xxxx Xxxxx XxxxxLevin, Xxxxx 000Cohn, Ferris, Glovsky and Popeo, P.C., Xxx XxxxxXxxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxxxx, XX 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, that number of shares of Firm Stock (rounded up or down, as determined by XX Xxxxx SG Cowen in its discretion, in order to avoid fractions) obtained by multiplying mxxxxxxxxng 1,500,000 shares of Firm Stock, in the case of the Company, and the number of shares of Firm Stock set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of shares of Firm Stock set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholders for the Stock will be $ $_____ per share (the “"Purchase Price”"). The Company and the Selling Stockholders will deliver the Firm Stock to the Representatives for the respective accounts of the several Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor in federal (same day) funds by wire transfer to an account at a bank acceptable to XX XxxxxSG Cowen, payable to the order of the CompanyCompany and the Company as Custoxxxx xxx the Selling Stockholders, all at the offices of Xxxxxx Weil, Gotshal & Xxxxxxx Manges LLP, 00000 Xxxx Xxxxx Xxxxx[New York, Xxxxx 000New York] or [Boston, Xxx Xxxxx, Xxxxxxxxxx 00000Massachusetts]. Time shall be of shalx xx xf the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on [ _____ ], 20052004, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “"First Closing Date”". The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between among the Company Company, the Selling Stockholders and XX XxxxxSG Cowen. The Company and the Selling Stockholders shall make the certificates makx xxx xxrtificates for the Firm Stock available to the Representatives Representative[s] for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by XX Xxxxx described below and the Underwriters Selling Stockholders agree, severally and not jointly, to purchase sell to the Underwriters the numbers of shares of Optional Stock according to the following priority: (1) to the extent the written notice by SG Cowen described below specifies a total amount of shares of Optionax Xxxxx equal to or less than 221,572, all of such shares shall be purchased from [ValueAct entity]; (2) to the exent the written notice by SG Cowen described below specifies a total amount of shares of Optionax Xxxxx greater than 221,572, (a) the number of shares of Optional Stock purchased from [ValueAct entity] shall equal 221,572 and (b) the number of shares of Optional Stock purchased from the Company shall equal the number of shares of Optional Stock in excess of 221,572 specified in such notice; and (3) other than [ValueAct entity], no Selling Stockholders shall sell any shares of Optional Stock. .. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Stock (subject to adjustment by XX Xxxxx SG Cowen to eliminate fractions). The option granted hereby may be exercised as exexxxxxx xs to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by XX Xxxxx SG Cowen to the CompanyCompany and Selling Stockholders. The option granted hereby may be exercised by written notice being given to the Company and the Selling Stockholders by XX Xxxxx SG Cowen setting forth the number of shares of the Optional Stock to be purchased bx xxxxxxsed by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlier) is herein called the “"Option Closing Date” " and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Option Closing Date and the First Closing Date are herein called the “"Closing Dates”".) The Company and the Selling Stockholders will deliver the Optional Stock to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor in federal (same day) funds by certified or official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx SG Cowen payable to the order of the Company as Custodian for the Sellxxx Xxxxkholder(s), all at the offices of Xxxxxx Weil, Gotshal & Xxxxxxx Manges LLP, 00000 Xxxx Xxxxx XxxxxNew York, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000New York. Time shall be of the essence, and delivery at delixxxx xt the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in [New York, New York York] [or] [Boston Massachusetts] not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between among the Company and XX XxxxxSG Cowen. The several Underwriters propose to offer the Stock for sale Stocx xxx xxle upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees and each Selling Shareholder, severally and not jointly, agree to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company that and each Selling Shareholder, as the case may be, at a purchase price of $[·] per share, the respective number of shares of Firm Stock Securities (rounded up or down, as determined by XX Xxxxx the Representatives in its their discretion, in order to avoid fractions) obtained by multiplying shares [·] Firm Securities, in the case of the Company, and the number of Firm Stock Securities set forth opposite the name of such Selling Shareholder in Schedule B hereto, in the case of a Selling Shareholder, in each case by a fraction fraction, the numerator of which is the number of shares of Firm Stock Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares Firm Securities set forth opposite the names of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”)in Schedule A hereto. The Company and the Custodian, on behalf of the Selling Shareholders, will deliver the Firm Stock Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters (in the a form of definitive certificates, issued in such names and in such denominations as reasonably acceptable to the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor purchase price by the Underwriters in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx, payable the Representatives drawn to the order of the CompanyCompany and the Custodian, all as applicable, at the offices New York office of Xxxxxx & Xxxxxxx Sidley Austin LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on [·], 2005or at such other time not later than seven full business days thereafter as the Representatives, in accordance with Rule 15c6-1 of the Exchange Act. The Company and the Selling Shareholders determine, such time and date of such payment and delivery are being herein referred to as the “First Closing Date”. The For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the location of delivery of, and Offered Securities sold pursuant to the form of payment for, the Firm Stock may be varied by agreement between the Company and XX Xxxxxoffering. The Company shall make Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the certificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York office of Sidley Austin LLP at least twenty-four 24 hours prior to the First Closing Date. For In addition, upon written notice from the purpose of covering any over-allotments in connection with Representatives given to the distribution and sale Company from time to time not more than 30 days subsequent to the date of the Firm Stock as contemplated by the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The Securities at the purchase price per share Security to be paid for the Optional Stock shall be the Purchase PriceFirm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Stock Securities specified in the written such notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional StockSecurities. Such shares of Optional Stock Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx the Representatives to eliminate fractions). The option granted hereby ) and may be exercised as to all or any part purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this AgreementFirm Securities. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx the Representatives to the Company. The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and Each time for the delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Securities, being herein referred to as an “Optional Stock (Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, but not earlier) is herein called the if any, being sometimes referred to as a “Option Closing Date” and ”), shall in no event be earlier than two (2) business days nor determined by the Representatives but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Stock Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price purchase price therefor in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx payable the Representatives drawn to the order of the Company all Company, at the offices New York office of Xxxxxx & Xxxxxxx Sidley Austin LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be of the essence, and delivery made available for checking at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option office of Sidley Austin LLP a reasonable time in advance of such Optional Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriterthe several Underwriters the number of Firm Securities set forth opposite the name of the Company or such Selling Stockholder on Schedule B hereto, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company that and the Selling Stockholders, at a purchase price of $[•] per share, the respective number of shares of Firm Stock (rounded up or down, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares of Firm Stock by a fraction the numerator of which is the number of shares of Firm Stock Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”)hereto. The Company and the Custodian, on behalf of the Selling Stockholders will deliver the Firm Stock Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters (in the a form of definitive certificates, issued in such names and in such denominations as reasonably acceptable to the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor purchase price by the Underwriters in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx, payable the Representatives drawn to the order of the Company, all Company at the offices New York, New York, office of Xxxxxx Cravath, Swaine & Xxxxxxx Mxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York timeA.M. (EST), on [•], 20052007 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, in accordance with Rule 15c6-1 of the Exchange Act. The such time and date of such payment and delivery are being herein referred to as the “First Closing Date”. The For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and the location delivery of delivery of, and the form of payment for, securities for all the Firm Stock may be varied by agreement between Securities sold pursuant to the Company and XX Xxxxxoffering. The Company shall make the certificates for the Firm Stock available to Securities will be in definitive form, in such denominations and registered in such names as the Representatives request and will be made available for examination on behalf checking and packaging at the above office of the Underwriters in New YorkCravath, New York Swaine & Mxxxx LLP at least twenty-four 24 hours prior to the First Closing Date. For In addition, upon written notice from the purpose of covering any over-allotments in connection with Representatives given to the distribution Company and sale the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Firm Stock as contemplated by the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The Securities at the purchase price per share Security to be paid for the Optional Stock shall be the Purchase PriceFirm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by XX Xxxxx described below and the Underwriters Selling Stockholders agree, severally and not jointly, to purchase such sell to the Underwriters the numbers of shares of Optional Stock. Such Securities obtained by multiplying the number of shares of Optional Stock Securities specified in such notice by a fraction, the numerator of which is the numbers of shares of Optional Securities set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of shares of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from the Company each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx the Representatives to eliminate fractions). The option granted hereby ) and may be exercised as to all or any part purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this AgreementFirm Securities. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx to the Company. The option granted hereby may be exercised by written notice being given Representatives to the Company and the Selling Stockholders. Certificates in negotiable form for the Stockholder Securities and the Optional Securities to be sold by XX Xxxxx setting forth the number of Management Stockholders and the Other Stockholders hereunder have been placed in custody, for delivery under this Agreement, pursuant to the Custody Agreements. Each such Selling Stockholder agrees that the shares represented by the certificates held in custody for it under its Custody Agreement are subject to the interests of the Optional Stock Underwriters hereunder, that the arrangements made by such Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be purchased terminated by operation of law, whether by the Underwriters death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Optional Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the date and Custodian shall have received notice of such death or other event or termination. Each time for the delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Securities, being herein referred to as an “Optional Stock (which may be the First Closing Date”, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Option Closing Date and the First Closing Date are herein called the and each Optional Closing Date, if any, being sometimes referred to as a “Closing DatesDate”.), shall be determined by the Representatives but shall not be (a) earlier than the First Closing Date or two full business days after nor (b) later than five full business days after notice of election to purchase Optional Securities is given. The Company Custodian and the Onex Stockholders will deliver the Optional Stock Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price purchase price therefor in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx payable the Representatives drawn to the order of the Company all Custodian in the case of shares sold by the Management Stockholders and the Other Stockholders and [ ] in the case of shares sold by the Onex Stockholders, at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M.office of Cravath, New York Time, on the business day preceding the Option Closing DateSwaine & Mxxxx LLP. The Option certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the location above office of delivery ofCravath, and the form Swaine & Mxxxx LLP at a reasonable time in advance of payment for, the such Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the ProspectusClosing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company that Company, at a purchase price of $[ ] per share, the respective number of shares of Firm Stock (rounded up or down, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares of Firm Stock by a fraction the numerator of which is the number of shares of Firm Stock Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”)hereto. The Company will deliver the Firm Stock Securities to the Representatives Representative for the respective accounts of the several Underwriters (in Underwriters, at the form office of definitive certificatesthe Representative, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor purchase price in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx, payable Credit Suisse First Boston LLC ("CSFB") drawn to the order of the Company, all Company at the offices office of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00000 00 Xxxx Xxxxx Xxxxx, Xxxxx 000Xxxxxx, Xxx XxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 [9:30] A.M., New York time, on [ ], 2005, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as CSFB and the Exchange Act. The Company determine, such time and date of such payment and delivery are being herein referred to as the “"First Closing Date”". The For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the location of delivery of, and Offered Securities sold pursuant to the form of payment for, the Firm Stock may be varied by agreement between the Company and XX Xxxxxoffering. The Company shall make the certificates for the Firm Stock Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFB requests and will be made available to for checking and packaging at the Representatives for examination on behalf of the Underwriters in New York, New York above office at least twenty-four 24 hours prior to the First Closing Date. For In addition, upon written notice from CSFB given to the purpose Company from time to time not more than 30 days subsequent to the date of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The Securities at the purchase price per share Security to be paid for the Optional Stock shall be the Purchase PriceFirm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Stock Securities specified in the written such notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional StockSecurities. Such shares of Optional Stock Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx CSFB to eliminate fractions). The option granted hereby ) and may be exercised as to all or any part purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this AgreementFirm Securities. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx CSFB to the Company. The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and Each time for the delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Securities, being herein referred to as an "Optional Stock (Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, but not earlier) is herein called the “Option if any, being sometimes referred to as a "Closing Date” and "), shall in no event be earlier than two (2) business days nor determined by CSFB but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Stock Securities being purchased on each Optional Closing Date to the Representative for the accounts of the several Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price purchase price therefor in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx payable CSFB drawn to the order of the Company all Company, at the offices above office of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFB requests upon reasonable notice prior to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option such Optional Closing Date and will be made available for checking and packaging at the location above office of delivery of, and the form Xxxxxx Xxxxxx & Xxxxxxx LLP at a reasonable time in advance of payment for, the such Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the ProspectusClosing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company that number of shares of Firm Stock (rounded up or down, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares of Firm Stock by a fraction the numerator of which is the number respective numbers of shares of Firm Stock set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of shares of Firm Stockhereto. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ $1.85 per share (the “Purchase Price”). The Company will deliver the Firm Stock to the Representatives for the respective accounts of the several Underwriters (in Underwriters, through the form facilities of definitive certificates, The Depository Trust Company issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx, specified by the Company payable to the order of the Company, Company for the Firm Stock sold by them all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Pxxxxxxxx Xxxx Xxxxx Xxxxx, Xxxxx 000XXX, Xxx XxxxxXxxx, Xxxxxxxxxx 00000Xxx Xxxx. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on March 31, 20052017, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “First Closing Date”. The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and XX Xxxxx. The Company shall make the certificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing DateRepresentatives. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice delivered by XX Xxxxx the Representatives to the Company described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock (subject to adjustment by XX Xxxxx to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by XX Xxxxx the Representatives to the Company. The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Stock to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor in federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx payable to the order of the Company all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ · ] per share, that number of shares of Firm Stock Securities (rounded up or down, as determined by XX Xxxxx the Representatives in its their discretion, in order to avoid fractions) obtained by multiplying shares of [ · ] Firm Stock Securities by a fraction the numerator of which is the number of shares of Firm Stock Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”)Securities. The Company will deliver the Firm Stock Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters (in the a form of definitive certificates, issued in such names and in such denominations as reasonably acceptable to the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor purchase price by the Underwriters in federal Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to XX Xxxxx, payable the Representatives) drawn to the order of the Company, all Company at the offices office of Xxxxxx & Xxxxxxx LLP, 00000 000 Xxxx Xxxxxx Xxxxx Xxxxx0000, Xxxxxxx, Xxxxx 00000000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 9:00 A.M., New York time, on January [ · ], 20052014, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as the Exchange Act. The Representatives and the Company determine, such time and date of such payment and delivery are being herein referred to as the “First Closing Date”. The For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and XX Xxxxx. The Company shall make the certificates for the Firm Stock available Offered Securities sold pursuant to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Dateoffering. For the purpose of covering any over-allotments in connection with the distribution and sale Delivery of the Firm Stock as contemplated by Securities will be made through the facilities of the Depositary Trust Company (the “DTC”) unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The Securities at the purchase price per share Security to be paid for the Firm Securities. Such notice(s) shall set forth (i) the aggregate number of shares of Optional Stock shall Securities to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Securities will be delivered (each time for the delivery of and payment for the Optional Securities being herein referred to as an “Optional Closing Date,” which may be the Purchase PriceFirst Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Company agrees to sell to the Underwriters the number of shares of Optional Stock Securities specified in the written such notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional StockSecurities. Such shares of Optional Stock Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx the Representatives to eliminate fractions). The option granted hereby ) and may be exercised as to all or any part purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this AgreementFirm Securities. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx the Representatives to the Company. The option granted hereby may Each Optional Closing Date shall be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased determined by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may Representatives but shall be the First Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) full business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Stock Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price purchase price therefor in federal Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to XX Xxxxx payable the Representatives) drawn to the order of the Company all Company, at the offices above office of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall The delivery of any Optional Securities will be made through the facilities of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to DTC unless the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectusshall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company that number of shares of Firm Stock (rounded up or down, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares of Firm Stock by a fraction the numerator of which is the number of shares of Firm Stock set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stockhereto. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ $_____ per share (the “"Purchase Price”"). The Company will deliver the Firm Stock to the Representatives for the respective accounts of the several Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York City time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor in federal (same day) funds by wire transfer to an account at a bank acceptable to XX XxxxxSG Cowen, payable to the order of the CompanyXxxxxxx, all at the offices of Xxxxxx & Xxxxxxx Hale and Dorr LLP, 00000 60 State Street, Bxxxxn, Maxxxxhusettx. Xxxx Xxxxx Xxxxxxxxxx xx xx xxx xxxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery xxx xelivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York City time, on , 20052004, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “"First Closing Date”". The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and XX XxxxxSG Cowen. The Company shall make the certificates maxx xxx xertificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by XX Xxxxx SG Cowen described below and the Underwriters Undexxxxxxxx agree, severally and not jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company and for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Stock (subject to adjustment by XX Xxxxx SG Cowen to eliminate fractions). The option xxxxxx granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by XX Xxxxx SG Cowen to the Company. The option granted oxxxxx xxanted hereby may be exercised by written notice being given to the Company by XX Xxxxx SG Cowen setting forth the number of shares of xxxxxx xf the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlier) is herein called the “"Option Closing Date” " and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Option Closing Date and the First Closing Date are herein called the “"Closing Dates”".) The Company will deliver the Optional Stock to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York City time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor in federal (same day) funds by certified or official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx SG Cowen payable to the order of the Company Xxxxxxx all at the offices of Xxxxxx & Xxxxxxx Hale and Dorr LLP, 00000 60 State Street, Bxxxxn, Maxxxxhusettx. Xxxx Xxxxx Xxxxxxxxxx xx xx xxx xxxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery xxx xelivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX XxxxxSG Cowen. The several Underwriters propose Underwrixxxx xxxpose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[ ] per share, that number of shares of Firm Stock Securities (rounded up or down, as determined by XX Xxxxx the Representatives in its their discretion, in order to avoid fractions) obtained by multiplying shares of [ ] Firm Stock Securities by a fraction the numerator of which is the number of shares of Firm Stock Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”)Securities. The Company will deliver the Firm Stock Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters (in the a form of definitive certificates, issued in such names and in such denominations as reasonably acceptable to the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor purchase price in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx, payable the Representatives drawn to the order of the Company, all at the offices office of Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, 00000 Xxxx Xxxxx XxxxxNew York, Xxxxx 000New York, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 [ ] A.M., New York time, on [ ], 20052010 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, in accordance with Rule 15c6-1 of the Exchange Act. The such time and date of such payment and delivery are being herein referred to as the “First Closing Date”. The For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the location of delivery of, and Offered Securities sold pursuant to the form of payment for, the Firm Stock may be varied by agreement between the Company and XX Xxxxxoffering. The Company shall make Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the certificates for the Firm Stock available to the Representatives for examination on behalf above office of the Underwriters in New York, New York Xxxxx Xxxx & Xxxxxxxx LLP at least twenty-four 24 hours prior to the First Closing Date. For In addition, upon written notice from Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Xxxxxx Xxxxxxx & Co. Incorporated (“Xxxxxx Xxxxxxx”) given to the purpose of covering any over-allotments in connection with Company from time to time not more than 30 days subsequent to the distribution and sale date of the Firm Stock as contemplated by the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The Securities at the purchase price per share Security to be paid for the Optional Stock shall be the Purchase PriceFirm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Stock Securities specified in the written notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional Stocknotice. Such shares of Optional Stock Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx Credit Suisse and Xxxxxx Xxxxxxx to eliminate fractions). The option granted hereby ) and may be exercised as to all or any part purchased by the Underwriters only for the purpose of covering over-allotments, if any, made in connection with the sale of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this AgreementFirm Securities. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time, but not more than four times and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx Credit Suisse and Xxxxxx Xxxxxxx to the Company. The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and Each time for the delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Securities, being herein referred to as an “Optional Stock (Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, but not earlier) is herein called the if any, being sometimes referred to as a “Option Closing Date” ”), shall be determined by Credit Suisse and Xxxxxx Xxxxxxx but shall in no event be earlier than two (2) business days nor not later than five (5) full business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Stock to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, Securities being purchased on the second full business day preceding the Option each Optional Closing Date to or as instructed by Credit Suisse and Xxxxxx Xxxxxxx for the accounts of the several Underwriters in a form reasonably acceptable to Credit Suisse and Xxxxxx Xxxxxxx, against payment of the aggregate Purchase Price therefor purchase price therefore in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx payable Credit Suisse and Xxxxxx Xxxxxxx drawn to the order of the Company all Company, at the offices above office of Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be of the essence, and delivery made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time and place specified pursuant to this Agreement is a further condition in advance of the obligations of each Underwriter hereunder. The Company shall make the certificates for the such Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $[ ] per share, that number of shares of Firm Stock Securities (rounded up or down, as determined by XX Xxxxx the Representatives in its their discretion, in order to avoid fractions) obtained by multiplying shares [ ] Firm Securities in the case of the Company and the number of Firm Stock Securities set forth opposite the name of such Selling Stockholder in SCHEDULE A hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of shares of Firm Stock Securities set forth opposite the name of such Underwriter in Schedule A SCHEDULE B hereto and the denominator of which is the total number of shares Firm Securities, plus any additional number of Firm StockSecurities which such Underwriters may become obligated to purchase pursuant to Section 9. The purchase price per share American Stock Transfer & Trust Company shall act as custodian (the "CUSTODIAN") of the Resale Securities to be paid sold by the Underwriters Selling Stockholders pursuant to the Company for the Stock will be $ per share (the “Purchase Price”)Power of Attorney and Custody Agreement. The Company and the Custodian will deliver the Firm Stock Securities to the Representatives for the respective accounts of the several Underwriters (in the form of definitive certificatesUnderwriters, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor purchase price in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx, payable to the order of accounts specified by the Company, all in the case of the Original Issue Securities, and by the Custodian, in the case of the Resale Securities, at the offices office of Xxxxxx & Xxxxxxx Xxxxxxxx Chance US LLP, 00000 00 Xxxx Xxxxx Xxxxx, Xxxxx 00000xx Xxxxxx, Xxx XxxxxXxxx, Xxxxxxxxxx XX 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on [ ], 20052006, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as the Exchange Act. The Representatives and the Company determine, such time and date of such payment and delivery are being herein referred to as the “First Closing Date”. The "FIRST CLOSING DATE." For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the location of delivery of, and Offered Securities sold pursuant to the form of payment for, the Firm Stock may be varied by agreement between the Company and XX Xxxxxoffering. The Company shall make the certificates for the Firm Stock available Securities so to be delivered will be in definitive form, in such denominations and registered in such names as the Representatives request and will be made available for examination on behalf checking and packaging at the above office of the Underwriters in New York, New York Xxxxxxxx Chance US LLP at least twenty-four 24 hours prior to the First Closing Date. For In addition, upon written notice from CSS given to the purpose Company from time to time not more than 30 days subsequent to the date of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The Securities at the purchase price per share Security to be paid for the Optional Stock shall be the Purchase PriceFirm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Stock Securities specified in the written such notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional StockSecurities. Such shares of Optional Stock Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx the Representatives to eliminate fractions). The option granted hereby ) and may be exercised as to all or any part purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this AgreementFirm Securities. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx the Representatives to the Company. The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and Each time for the delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (Securities, being herein referred to as an "OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "CLOSING DATE"), shall be determined by the Representatives but shall be not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) full business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Stock Securities being purchased on each Optional Closing Date to the Underwriters (in Representatives for the form accounts of definitive certificatesthe several Underwriters, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price purchase price therefor in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx payable to specified by the order of the Company all Company, at the offices above office of Xxxxxx & Xxxxxxx Xxxxxxxx Chance US LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the location above office of delivery of, and the form Xxxxxxxx Chance US LLP at a reasonable time in advance of payment for, the such Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the ProspectusClosing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees Selling Stockholders agree, severally, to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company that number Selling Stockholders, at a purchase price of shares of Firm Stock (rounded up or down$23.05 per share, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares of Firm Stock by a fraction the numerator of which is the number of shares of Firm Stock Offered Securities set forth opposite the name of such the Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm StockI, Part B hereto. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”). The Company Selling Stockholders will deliver the Firm Stock Offered Securities to or as instructed by the Representatives Underwriter for the respective accounts account of the several Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) Underwriter against payment of the aggregate Purchase Price therefor purchase price by the Underwriter in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx, payable the Underwriter drawn to the order of the Company, all Selling Stockholders at the offices office of Xxxxxx Shearman & Xxxxxxx Sterling LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000000 Xxxxxxxxx Xxxxxx, Xxx XxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 9:00 A.M., New York time, on May 7 , 20052013, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as the Exchange Act. The Underwriter and the Selling Stockholders determine, such time and date of such payment and delivery are being herein referred to as the “First Closing Date”. The First For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the location of delivery of, and Offered Securities sold pursuant to the form of payment for, the Firm Stock may be varied by agreement between the Company and XX Xxxxxoffering. The Company shall make Offered Securities so to be delivered will be in such denominations and registered in such names as the certificates Underwriter requests and will be made available for checking at the Firm Stock available to the Representatives for examination on behalf above office of the Underwriters in New York, New York Shearman & Sterling LLP at least twenty-four 24 hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock (subject to adjustment by XX Xxxxx to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by XX Xxxxx to the Company. The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Stock to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor in federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx payable to the order of the Company all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ per share, that number of shares of Firm Stock Securities (rounded up or down, as determined by XX Xxxxx Credit Suisse and Citigroup in its discretion, in order to avoid fractionsfractional shares) obtained by multiplying shares 1,600,000 Firm Securities in the case of the Company and the number of Firm Stock Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of shares of Firm Stock Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”)Securities. The Company and the Selling Stockholders will deliver the Firm Stock Securities to the Representatives for the respective accounts of the several Underwriters (in the a form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing reasonably acceptable to the Company given at or prior to 12:00 NoonRepresentatives, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor purchase price in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx, payable the Representatives drawn to the order of the Company in the case of the Firm Securities to be issued and sold by the Company and to the order of American Stock Transfer & Trust Company, all as custodian for the Selling Stockholders, in the case of the Firm Securities to be sold by the Selling Stockholders, at the offices office of Xxxxxx & Xxxxxxx LLPXxxxx Xxxxx L.L.P., 00000 Xxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 9:00 A.M., New York Houston, Texas time, on , 2005or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, in accordance with Rule 15c6-1 of the Exchange Act. The such time and date of such payment and delivery are being herein referred to as the “First Closing Date”. The For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the location of delivery of, and Offered Securities sold pursuant to the form of payment for, the Firm Stock may be varied by agreement between the Company and XX Xxxxxoffering. The Company shall make the Any certificates for the Firm Stock available Securities so to be delivered will be in definitive form, in such denominations and registered in such names as the Representatives request and will be made available for examination on behalf inspection by the Representatives at the above office of the Underwriters in New York, New York Xxxxx Xxxxx L.L.P. at least twenty-four 24 hours prior to the First Closing Date. For In addition, upon written notice from the purpose Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The Securities at the purchase price per share Security to be paid for the Optional Stock shall be the Purchase PriceFirm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by XX Xxxxx described below and the Underwriters agreeEach Selling Stockholder agrees, severally and not jointly, to purchase such shares sell to the Underwriters the respective numbers of Optional StockSecurities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to adjustment by Credit Suisse and Citigroup to eliminate fractional shares). Such shares of Optional Stock Securities shall be purchased from the Company each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx Credit Suisse and Citigroup to eliminate fractions). The option granted hereby fractional shares) and may be exercised as to all or any part purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this AgreementFirm Securities. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx to the Company. The option granted hereby may be exercised by written notice being given Representatives to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and Selling Stockholders. Each time for the delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Securities, being herein referred to as an “Optional Stock (Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, but not earlier) is herein called the if any, being sometimes referred to as a “Option Closing Date” and ”), shall in no event be earlier than two (2) business days nor determined by the Representatives but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company Selling Stockholders will deliver the Optional Stock Securities being purchased on each Optional Closing Date to the Underwriters (in Representatives for the form accounts of definitive certificatesthe several Underwriters, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price purchase price therefor in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx payable the Representatives drawn to the order of American Stock Transfer & Trust Company, as custodian for the Company all Selling Stockholders, at the offices above office of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the L.L.P. Any certificates for the Optional Stock available to Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option request upon reasonable notice prior to such Optional Closing Date and will be made available for inspection by the location Representatives at the above office of delivery of, and the form Xxxxx Xxxxx L.L.P. at a reasonable time in advance of payment for, the such Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the ProspectusClosing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $[●] per share, that number of shares of Firm Stock Securities (rounded up or down, as determined by XX Xxxxx the Representatives in its their discretion, in order to avoid fractions) obtained by multiplying shares [●] Firm Securities in the case of the Company and the number of Firm Stock Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of shares of Firm Stock Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”)Securities. The Company and the Transfer Agent will deliver the Firm Stock Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters (in the a form of definitive certificates, issued in such names and in such denominations as reasonably acceptable to the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor purchase price in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx, payable the Representatives drawn to the order of [●] in the Companycase of [●] shares of Firm Securities and [●] in the case of [●] shares of Firm Securities, all at the offices office of Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP, 00000 Xxxx Xxxxx Xxxxx000 Xxxxxx Xxxxxx, Xxxxx 000Suite 3300, Xxx XxxxxHouston, Xxxxxxxxxx 00000. Time shall be of the essenceTexas 77002, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 [●] A.M., New York time, on [●], 2005or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, in accordance with Rule 15c6-1 of the Exchange Act. The such time and date of such payment and delivery are being herein referred to as the “First Closing Date”. The For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the location Offered Securities sold pursuant to the offering. Delivery of delivery of, and the form of payment for, the Firm Stock may Securities will be varied by agreement between made through the facilities of DTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company and XX Xxxxx. The Company shall make the certificates for the Firm Stock available Selling Stockholders from time to time not more than 30 days subsequent to the Representatives for examination on behalf date of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The Securities at the purchase price per share Security to be paid for the Firm Securities; provided, however, that the amount paid by the Underwriters for any Optional Stock Securities shall be reduced by an amount per share equal to any dividends declared by the Purchase PriceCompany and payable on the Firm Securities but not payable on such Optional Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by XX Xxxxx described below and the Underwriters Selling Stockholders agree, severally and not jointly, to purchase such shares sell to the Underwriters the respective number of Optional StockSecurities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such shares of Optional Stock Securities shall be purchased from the Company each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx the Representatives to eliminate fractions). The option granted hereby ) and may be exercised as to all or any part purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this AgreementFirm Securities. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx to the Company. The option granted hereby may be exercised by written notice being given Representatives to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and Selling Stockholders. Each time for the delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Securities, being herein referred to as an “Optional Stock (Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, but not earlier) is herein called the if any, being sometimes referred to as a “Option Closing Date” and ”), shall in no event be earlier than two (2) business days nor determined by the Representatives but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company Selling Stockholder will deliver the Optional Stock Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Underwriters (in the form of definitive certificatesRepresentatives, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor purchase price therefore in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx payable the Representatives drawn to the order of [●] in the Company all case of [●] Optional Securities and [●] in the case of [●] Optional Securities, at the offices above office of Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall The delivery of any Optional Securities will be made through the facilities of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to DTC unless the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectusshall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $14.0625 per share, that number of shares of Firm Stock Securities (rounded up or down, as determined subject to adjustment by XX Xxxxx the Representative in its discretion, in order discretion to avoid eliminate fractions) obtained by multiplying shares 7,500,000 Firm Securities, in the case of the Company, and the number of Firm Stock Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of shares of Firm Stock Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”)Securities. The Company and the Selling Stockholders will deliver the Firm Stock Securities to or as instructed by the Representatives Representative for the respective accounts of the several Underwriters (in the a form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing reasonably acceptable to the Company given at or prior to 12:00 NoonRepresentative, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor purchase price for such Firm Securities by the Underwriters in federal Federal (same day) funds by a wire transfer to an account at a bank specified, as applicable, by the Company and each Selling Stockholder (and acceptable to XX Xxxxx, payable the Representative) drawn to the order of the CompanyCompany and the Selling Stockholders, all as applicable, at the offices office of Xxxxxx & Xxxxxxx LLP, 00000 000 Xxxx Xxxxxx Xxxxx Xxxxx0000, Xxxxxxx, Xxxxx 00000000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 9:00 A.M., New York time, on October 19, 20052016, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as shall be agreed upon by the Exchange Act. The Company and the Representative, such time and date of such payment and delivery are being herein referred to as the “First Closing Date”. The .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the location Offered Securities sold pursuant to the offering contemplated by this Agreement. Delivery of delivery of, and the form of payment for, the Firm Stock may Securities will be varied by agreement between made through the facilities of the Depositary Trust Company (the “DTC”) unless the Representative shall otherwise instruct and evidence of their issuance will be made available to the Representative. In addition, upon written notice from the Representative given to the Company and XX Xxxxx. The Company shall make the certificates for the Firm Stock available Selling Stockholders from time to time not more than 30 days subsequent to the Representatives for examination on behalf date of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The Securities at the purchase price per share Security to be paid for the Optional Stock shall be the Purchase PriceFirm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by XX Xxxxx described below and the Underwriters Selling Stockholders agree, severally and not jointly, to purchase such shares sell to the Underwriters the respective numbers of Optional StockSecurities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representative to eliminate fractions). Such shares of Optional Stock Securities shall be purchased from the Company each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx the Representative in its discretion to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx to the Company. The option granted hereby may be exercised by written notice being given Representative to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and Selling Stockholders. Each time for the delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Securities, being herein referred to as an “Optional Stock (Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, but not earlier) is herein called the if any, being sometimes referred to as a “Option Closing Date” and ”), shall in no event be earlier than two (2) business days nor determined by the Representative but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company Each Selling Stockholders will deliver the Optional Stock Securities being purchased from such Selling Stockholder on each Optional Closing Date to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Underwriters (in the form of definitive certificatesRepresentative, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor purchase price therefore in federal Federal (same day) funds by a wire transfer to an account at a bank specified by such Selling Stockholder (and acceptable to XX Xxxxx payable the Representative) drawn to the order of the Company all such Selling Stockholder, at the offices office of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall The delivery of any Optional Securities will be made through the facilities of the essence, DTC unless the Representative shall otherwise instruct and delivery at the time and place specified pursuant to this Agreement is a further condition evidence of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock their issuance will be made available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the ProspectusRepresentative.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees each Selling Stockholder agrees, severally and not jointly, to sell to each Underwriterthe Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company each Selling Stockholder, at a purchase price of $[ - ] per share, that number of shares of U.S. Firm Stock Securities (rounded up or down, as determined by XX Xxxxx CSFBC in its discretion, in order to avoid fractions) obtained by multiplying shares the number of U.S. Firm Stock Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto by a fraction the numerator of which is the number of shares of U. S. Firm Stock Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares U.S. Firm Securities. Each of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”). The Company Selling Stockholders will deliver the U.S. Firm Stock Securities to the Representatives for the respective accounts of the several Underwriters (in the form of definitive certificatesUnderwriters, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor purchase price in federal (same day) immediately available funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx, payable CSFBC drawn to the order of each of the Company, all Selling Stockholders at the offices office of Xxxxxx Cravath, Swaine & Xxxxxxx LLPMoorx ("Xnderwriters' Counsel"), 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M.a.m., New York time, on [ - ], 2005or at such other time not later than seven full business days thereafter as CSFBC and the Selling Stockholders determine, in accordance with Rule 15c6-1 of the Exchange Act. The such time and date of such payment and delivery are being herein referred to as the “"First Closing Date”". The First Closing Date and For purposes of Rule 15c6-1 under the location Securities Exchange Act of delivery of1934, and as amended (the form of payment for"Exchange Act"), the Firm Stock may be varied by agreement between the Company and XX Xxxxx. The Company shall make the certificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock (subject to adjustment by XX Xxxxx to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by XX Xxxxx to the Company. The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Stock to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor in federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx payable to the order of the Company all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.Closing

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company that number of shares of Firm Stock (rounded up or down, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares of Firm Stock by a fraction the numerator of which is the respective number of shares of Firm Stock set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of shares of Firm Stockhereto. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ $[•] per share (the “Purchase Price”). The Company will deliver the Firm Stock to the Representatives for the respective accounts of the several Underwriters (in Underwriters, through the form facilities of definitive certificatesThe Depository Trust Company, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second time at least one full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx, the Representatives payable to the order of the Company, all at the offices of Xxxxxx & Xxxxxxx Procter LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000000 Xxxxxx Xxxxxx, Xxx XxxxxXxxx, Xxxxxxxxxx XX 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on [•], 20052014, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “First Closing Date”. The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and XX Xxxxx. The Company shall make the certificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing DateRepresentatives. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice delivered by XX Xxxxx the Representatives to the Company described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Firm Stock (subject to adjustment by XX Xxxxx the Representatives to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time prior to the exercise of such right upon written notice by XX Xxxxx the Representatives to the Company. The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Stock to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor in federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx payable to the order of the Company all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company that number of shares the respective numbers of Firm Stock (rounded up or down, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares of Firm Stock by a fraction the numerator of which is the number of shares of Firm Stock ADSs set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. 1 hereto. (b) The purchase price per share to be paid by the Underwriters to the Company for the Stock ADSs will be $ $2.79 per share ADS (which is 93% of the price to the public, which is $3.00 per ADS) (the “ADS Purchase Price”). The ADS Purchase Price are collectively hereinafter referred to as the “Purchase Price.” The Company will deliver deliver, or cause to be delivered, the Firm Stock ADSs to the Representatives Representative for the respective accounts of the several Underwriters Underwriters, through the facilities of The Depository Trust Company (in the form of definitive certificates“DTC”) and CREST, as applicable, issued in such names and in such denominations as the Representatives Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon9:00 a.m., New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate ADS Purchase Price therefor by wire transfer in federal (same day) funds by wire transfer to an account at a bank specified by the Company and reasonably acceptable to XX Xxxxx, the Representative payable to the order of the Company, Company for the Firm ADSs sold by them all at the offices of Xxxxxx Gracin & Xxxxxxx Xxxxxx, LLP, 00000 Xxxx Xxxxx The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxx 000Xxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx Xxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing payment shall be at 10:00 A.M.a.m., New York time, on March 16, 20052020, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “First Closing Date”. The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock ADSs may be varied by agreement between the Company and XX Xxxxx. The Company shall make the certificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Date. Representative. (c) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock ADSs as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional StockOption ADSs. The purchase price per share ADS to be paid for the Optional Stock Option ADSs shall be the ADS Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock Option ADSs specified in the written notice delivered by XX Xxxxx the Representative to the Company described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional StockOption ADSs. Such shares of Optional Stock Option ADSs shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock ADSs set forth opposite such Underwriter’s name in Schedule 1 bears to the total number of shares of Firm Stock ADSs (subject to adjustment by XX Xxxxx the Representative to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock Option ADSs at any time, and from time to time, not more than thirty forty-five (3045) days subsequent to the date of this Agreement. No Optional Stock Option ADSs shall be sold and delivered unless the Firm Stock ADSs previously has been, or simultaneously isis being, sold and delivered. The right to purchase the Optional Stock Option ADSs or any portion thereof may be surrendered and terminated at any time upon notice by XX Xxxxx the Representative to the Company. . (d) The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx Representative setting forth the number of shares of the Optional Stock Option ADSs to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional StockOption ADSs. Each date and time for delivery of and payment for the Optional Stock Option ADSs (which may be the First Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates.”.) The Company will deliver the Optional Stock to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor in federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx payable to the order of the Company all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $6.685 per share, that number of shares of Firm Stock Securities (rounded up or down, as determined by XX Xxxxx the Representatives in its their discretion, in order to avoid fractions) obtained by multiplying shares 2,948,113 Firm Securities, in the case of the Company, and the number of Firm Stock Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of shares of Firm Stock Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”)Securities. The Company and the Selling Stockholders will deliver the Firm Stock Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters (in the a form of definitive certificates, issued in such names and in such denominations as reasonably acceptable to the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor purchase price in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx, payable the Representatives drawn to the order of the CompanyCompany in the case of 2,948,113 shares of Firm Securities and the Selling Stockholders in the case of 5,896,226 shares of Firm Securities, all at the offices office of Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000000 Xxxxxx Xxxxxx, Xxx XxxxxXxxx, Xxxxxxxxxx XX 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on February 12, 20052014, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as the Exchange Act. The Representatives and the Company determine, such time and date of such payment and delivery are being herein referred to as the “First Closing Date”. The For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the location of delivery of, and Offered Securities sold pursuant to the form of payment for, the Firm Stock may be varied by agreement between the Company and XX Xxxxxoffering. The Company shall make Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the certificates for the Firm Stock available to the Representatives for examination on behalf above office of the Underwriters in New YorkCravath, New York Swaine & Xxxxx LLP at least twenty-four 24 hours prior to the First Closing Date. For In addition, upon written notice from the purpose of covering any over-allotments in connection with Representatives given to the distribution Company and sale the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Firm Stock as contemplated by the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The Securities at the purchase price per share Security to be paid for the Optional Stock shall be the Purchase PriceFirm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by XX Xxxxx described below and the Underwriters Selling Stockholders agree, severally and not jointly, to purchase such shares sell to the Underwriters the respective numbers of Optional StockSecurities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total aggregate number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such shares of Optional Stock Securities shall be purchased from the Company each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx the Representatives to eliminate fractions). The option granted hereby ) and may be exercised as to all or any part purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this AgreementFirm Securities. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx to the Company. The option granted hereby may be exercised by written notice being given Representatives to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and Selling Stockholders. Each time for the delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Securities, being herein referred to as an “Optional Stock (Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, but not earlier) is herein called the if any, being sometimes referred to as a “Option Closing Date” and ”), shall in no event be earlier than two (2) business days nor determined by the Representatives, but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company Selling Stockholders will deliver the Optional Stock Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Underwriters (in the form of definitive certificatesRepresentatives, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price purchase price therefor in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx payable the Representatives drawn to the order of the Company all Selling Stockholders, at the offices above office of Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be of the essence, and delivery made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at a reasonable time and place specified pursuant to this Agreement is a further condition in advance of the obligations of each Underwriter hereunder. The Company shall make the certificates for the such Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company that number and the Selling Stockholder, at a purchase price of shares of Firm Stock (rounded up or down$[.] per share, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares of Firm Stock by a fraction the numerator of which is the number of shares of Firm Stock Securities set forth below the caption "Company" or "Selling Stockholder", as the case may be, and opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”)hereto. The Company and the Selling Stockholder will deliver the Firm Stock Securities to the Representatives for the respective accounts of the several Underwriters (in the form of definitive certificatesUnderwriters, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor purchase price in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx, payable Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the CompanyCompany in the case of 500,000 shares of Firm Securities and [Xxxx X. Xxxxxx as Trustee of The Xxxx X. Xxxxxx 1991 Trust] in the case of 2,000,000 shares of Firm Securities, all at the offices office of Xxxxxx Cravath, Swaine & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on [.], 20051999, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as CSFBC and the Exchange Act. The Company determine, such time and date of such payment and delivery are being herein referred to as the “"First Closing Date”". The For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the location of delivery of, and Offered Securities sold pursuant to the form of payment for, the Firm Stock may be varied by agreement between the Company and XX Xxxxxoffering. The Company shall make the certificates for the Firm Stock Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available to for checking and packaging at the Representatives for examination on behalf above office of the Underwriters in New YorkCravath, New York Swaine & Xxxxx at least twenty-four 24 hours prior to the First Closing Date. For In addition, upon written notice from CSFBC given to the purpose Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The Securities at the purchase price per share Security to be paid for the Optional Stock shall be the Purchase PriceFirm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Stock Securities specified in the written such notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional StockSecurities. Such shares of Optional Stock Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx CSFBC to eliminate fractions). The option granted hereby ) and may be exercised as to all or any part purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this AgreementFirm Securities. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx CSFBC to the Company. The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and Each time for the delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Securities, being herein referred to as an "Optional Stock (Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, but not earlier) is herein called the “Option if any, being sometimes referred to as a "Closing Date” and "), shall in no event be earlier than two (2) business days nor determined by CSFBC but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date Company and the First Closing Date are herein called the “Closing Dates”.) The Company Selling Stockholder will deliver the Optional Stock Securities being purchased on each Optional Closing Date to the Underwriters (in Representatives for the form accounts of definitive certificatesthe several Underwriters, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price purchase price therefor in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx payable CSFBC drawn to the order of the Company all Company, at the offices above office of Xxxxxx Cravath, Swaine & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option such Optional Closing Date and will be made available for checking and packaging at the location above office of delivery ofCravath, and the form Swaine & Xxxxx at a reasonable time in advance of payment for, the such Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the ProspectusClosing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company that number (i) at a purchase price of shares [ ]% of Firm Stock the principal amount thereof plus accrued interest, if any, from [], 20[ ] to the Closing Date (rounded up or downas hereinafter defined), as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares the respective principal amounts of Firm Stock by a fraction the numerator of which is the number of shares of Firm Stock 20[ ] Bonds set forth opposite the name names of such Underwriter the several Underwriters in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”)hereto. The Company will deliver the Firm Stock to the Representatives for the respective accounts against payment of the several Underwriters (purchase price for each of the 20[ ] Bonds to be purchased by each Underwriter hereunder and to be offered and sold by each Underwriter in the form of definitive certificatesone or more global securities in registered form without interest coupons (the “Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., issued as nominee for DTC. Interests in such names the Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Disclosure Package and the Prospectus. Payment for the 20[ ] Bonds shall be made by the Underwriters in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx, payable the Underwriters drawn to the order of the Company, all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Company at 10:00 A.M., (New York time), on [ ], 200520[ ], in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as the Exchange Act. The Underwriters and the Company determine, such time and date of such payment and delivery are being herein referred to as the “First Closing Date”,” against delivery to the Trustee as custodian for DTC of the Global Securities. The First Closing Date and Global Securities will be made available for checking at the location office of delivery ofLxxxxx & Wxxxxxx LLP, and the form of payment for800 Xxxxx Xxxxxx, the Firm Stock may be varied by agreement between the Company and Xxx Xxxx, XX Xxxxx. The Company shall make the certificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New York00000, New York at least twenty-four 24 hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock (subject to adjustment by XX Xxxxx to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by XX Xxxxx to the Company. The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Stock to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor in federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx payable to the order of the Company all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Shareholder agrees, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, that number of shares of Firm Stock (rounded up or down, as determined by XX Xxxxx Txxxxx Wxxxxx and Cxxxx in its their discretion, in order to avoid fractions) obtained by multiplying [ ] shares of Firm Stock in the case of the Company and the number of shares of Firm Stock set forth opposite the name of such Selling Shareholder in Schedule B hereto, in the case of a Selling Shareholder, in each case by a fraction the numerator of which is the number of shares of Firm Stock set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company and the Selling Shareholders for the Stock will be $ per share $[ ] (the “Purchase Price”). The Company and the Custodian, on behalf of the Selling Shareholders, will deliver the Firm Stock to the Representatives for the respective accounts of the several Underwriters (Underwriters, through the facilities of The Depositary Trust Company, in the form of definitive certificateseach such case, issued in credited to such names accounts and in such denominations as the Representatives may direct by notice in writing to the Company and the Custodian given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds by wire transfer to an account at a bank reasonably acceptable to XX Xxxxx, Txxxxx Wxxxxx and Cxxxx payable to the order of the CompanyCompany and, Continental Stock Transfer & Trust Co. as Custodian for the Selling Shareholders for the Firm Stock sold by them all at the offices of Xxxxxx Wxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxx LLPRxxxxx, 00000 Xxxx Xxxxx XxxxxProfessional Corporation, Xxxxx 000in New York, Xxx Xxxxx, Xxxxxxxxxx 00000New York. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on [ ], 20052007, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “First Closing Date”. .” The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between among the Company, the Selling Shareholders, Txxxxx Wxxxxx and Cxxxx. The Company, in the event the Representatives elect to have the Underwriters take delivery of definitive certificates instead of delivery from the Company of the certificates through the facilities of The Depository Trust Company, and XX Xxxxx. The Company the Custodian, on behalf of the Selling Shareholders, shall make the certificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours one (1) full business day prior to the First Closing Date. For the purpose of covering any over-over allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees Selling Shareholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of shares of Optional Stock obtained by multiplying the number of shares of Optional Stock specified in the written such notice by XX Xxxxx described below a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Shareholders in Schedule B hereto under the caption “Number of Shares of Optional Stock to be Sold” and the Underwriters agree, severally and not jointly, to purchase such denominator of which is the total aggregate number of shares of Optional StockStock to be sold (subject to adjustment by Txxxxx Wxxxxx and Cxxxx to eliminate fractions). Such shares of Optional Stock shall be purchased from the Company each Selling Shareholder for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Firm Stock (subject to adjustment by XX Xxxxx Txxxxx Wxxxxx and Cxxxx to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by XX Xxxxx Txxxxx Wxxxxx and Cxxxx to the CompanyCompany and Selling Shareholders. The option granted hereby may be exercised by written notice being given to the Company Company, the Custodian and the Selling Shareholders by XX Xxxxx Txxxxx Wxxxxx and Cxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the such Optional Stock (which may be the First Closing Date, but not earlier) is herein called referred to as the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Each Option Closing Date and the First Closing Date are herein called referred to as the “Closing Dates.”.) The Company Custodian, on behalf of the Selling Shareholders, will deliver the Optional Stock to the Underwriters (Representatives for the respective accounts of the several Underwriters, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company and the Custodian given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date (as defined above)) against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds by wire transfer to to, an account at a bank acceptable to XX Xxxxx Txxxxx Wxxxxx and Cxxxx payable to the order of Continental Stock Transfer & Trust Co. as Custodian for the Company Selling Shareholders for the Optional Stock sold by them, all at the offices of Xxxxxx Wxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxx LLPRxxxxx, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000Professional Corporation. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company Selling Shareholders shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the at least one (1) full business day preceding prior to the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between among the Company Company, the Selling Shareholders, Txxxxx Wxxxxx and XX XxxxxCxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company that number of shares of Firm Stock (rounded up or down, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares of Firm Stock by a fraction the numerator of which is the number of shares of Firm Stock set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stockhereto. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “"Purchase Price”"). The Company will deliver the Firm Stock to the Representatives for the respective accounts of the several Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor in federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxxthe Underwriters, payable to the order of the Company, all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on , 2005200-, in accordance with Rule 15c6-1 of the Exchange ActAct or such successor rule. The time and date of such payment and delivery are herein referred to as the “"First Closing Date”". The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and XX Xxxxxthe Underwriters. The Company shall make the certificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number respective numbers of shares of Optional Stock specified in as determined by the written notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock (subject to adjustment by XX Xxxxx to eliminate fractions)Underwriters. The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by XX Xxxxx the Representatives to the Company. The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx the Representatives setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlier) is herein called the “"Option Closing Date” " and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Option Closing Date and the First Closing Date are herein called the “"Closing Dates”".) The Company will deliver the Optional Stock to the Underwriters Representatives (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor in federal (same day) funds by certified or official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx the Underwriters payable to the order of the Company all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxxthe Representatives. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees and the Selling Stockholder agree, severally and not jointly, to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company that number and the Selling Stockholder, at a purchase price of shares of Firm Stock (rounded up or down$[•] per share, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares of Firm Stock by a fraction the numerator of which is the number of shares of Firm Stock Securities set forth below the caption “Company” or “Selling Stockholder”, as the case may be, and opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”)hereto. The Company and the Selling Stockholder will deliver the their respective Firm Stock Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters (Underwriters, in the a form of definitive certificates, issued in such names and in such denominations as reasonably acceptable to the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor purchase price by the Underwriters in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx, payable Credit Suisse drawn to the order of the CompanyCompany in the case of [•] shares of Firm Securities and Hexion LLC in the case of [•] shares of Firm Securities, all at the offices office of Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on May [•], 20052006, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as Credit Suisse and the Exchange Act. The Company determine, such time and date of such payment and delivery are being herein referred to as the “First Closing Date”. The For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the location of delivery of, and Offered Securities sold pursuant to the form of payment for, the Firm Stock may be varied by agreement between the Company and XX Xxxxxoffering. The Company shall make Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the certificates for the Firm Stock available to the Representatives for examination on behalf above office of the Underwriters in New YorkCravath, New York Swaine & Xxxxx LLP at least twenty-four 24 hours prior to the First Closing Date. For In addition, upon written notice from Credit Suisse given to the purpose Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The Securities at the purchase price per share Security to be paid for the Optional Stock shall be the Purchase PriceFirm Securities. The Company Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Stock Securities specified in the written such notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional StockSecurities. Such shares of Optional Stock Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx Credit Suisse to eliminate fractions). The option granted hereby ) and may be exercised as to all or any part purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this AgreementFirm Securities. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx to the Company. The option granted hereby may be exercised by written notice being given Credit Suisse to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and Selling Stockholder. Each time for the delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Securities, being herein referred to as an “Optional Stock (Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, but not earlier) is herein called the if any, being sometimes referred to as a “Option Closing Date” and ”), shall in no event be earlier than determined by Credit Suisse but shall be at least two (2) business days nor (but only in the case of each Optional Closing Date that is not the First Closing Date) and not later than five (5) full business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date Company and the First Closing Date are herein called the “Closing Dates”.) The Company Selling Stockholder will deliver the Optional Stock Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Underwriters (in the form of definitive certificatesRepresentatives, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price purchase price therefor in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx payable Credit Suisse drawn to the order of the Company all Hexion LLC, at the offices above office of Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be of the essence, and delivery made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at a reasonable time and place specified pursuant to this Agreement is a further condition in advance of the obligations of each Underwriter hereunder. The Company shall make the certificates for the such Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $ per share, that number of shares of Firm Stock Securities (rounded up or down, as determined by XX Xxxxx the Representatives in its their discretion, in order to avoid fractions) obtained by multiplying shares of 8,333,334 Firm Stock Securities by a fraction the numerator of which is the number of shares of Firm Stock Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”)Securities. The Company will deliver the Firm Stock Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters (in the a form of definitive certificates, issued in such names and in such denominations as reasonably acceptable to the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor purchase price by the Underwriters in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx, payable the Representatives drawn to the order of the Company, all at the offices New York, New York, office of Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., 9:00 A.M. (New York City time), on November , 20052007, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as the Exchange Act. The Representatives and the Company determine, such time and date of such payment and delivery are being herein referred to as the “First Closing Date”. The For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and the location delivery of delivery of, and the form of payment for, securities for all the Firm Stock may be varied by agreement between Securities sold pursuant to the Company and XX Xxxxxoffering. The Company shall make the certificates for the Firm Stock available to Securities will be in definitive form, in such denominations and registered in such names as the Representatives request and will be made available for examination on behalf checking and packaging at the above office of the Underwriters in New YorkCravath, New York Swaine & Xxxxx LLP at least twenty-four 24 hours prior to the First Closing Date. For In addition, upon written notice from the purpose of covering any over-allotments in connection with Representatives given to the distribution and sale Company from time to time not more than 30 days subsequent to the date of the Firm Stock as contemplated by the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The Securities at the purchase price per share Security to be paid for the Optional Stock shall be the Purchase PriceFirm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Stock Securities specified in the written such notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional StockSecurities. Such shares of Optional Stock Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx the Representatives to eliminate fractions). The option granted hereby ) and may be exercised as to all or any part purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this AgreementFirm Securities. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx the Representatives to the Company. The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and Each time for the delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Securities, being herein referred to as an “Optional Stock (Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, but not earlier) is herein called the if any, being sometimes referred to as a “Option Closing Date” and ”), shall in no event be earlier than two (2) business days nor determined by the Representatives but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Stock Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price purchase price therefor in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx payable the Representatives drawn to the order of the Company all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M.office of Cravath, New York Time, on the business day preceding the Option Closing DateSwaine & Xxxxx LLP. The Option certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the location above office of delivery ofCravath, and the form Swaine & Xxxxx LLP at a reasonable time in advance of payment for, the such Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the ProspectusClosing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $[•] per share, that number of shares of Firm Stock Securities (rounded up or down, as determined by XX Xxxxx the Representative in its discretion, in order to avoid fractions) obtained by multiplying shares of [•] Firm Stock Securities by a fraction the numerator of which is the number of shares of Firm Stock Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”)Securities. The Company will deliver the Firm Stock Securities to or as instructed by the Representatives Representative for the respective accounts of the several Underwriters (in the a form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing reasonably acceptable to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) Representative against payment by the Underwriters of the aggregate Purchase Price therefor purchase price in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx, payable the Representative drawn to the order of the Company, all Company at the offices office of Xxxxxx Cravath, Swaine & Xxxxxxx Mxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 9:00 A.M., New York time, on [•], 20052007, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as the Exchange Act. The Representative and the Company determine, such time and date of such payment and delivery are being herein referred to as the “First Closing Date”. The For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the location of delivery of, and Offered Securities sold pursuant to the form of payment for, the Firm Stock may be varied by agreement between the Company and XX Xxxxxoffering. The Company shall make Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the certificates for the Firm Stock available to the Representatives for examination on behalf office of the Underwriters in New YorkCravath, New York Swaine & Mxxxx LLP at least twenty-four 24 hours prior to the First Closing Date. For In addition, upon written notice from the purpose of covering any over-allotments in connection with Representative given to the distribution Company and sale the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Firm Stock as contemplated by the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The Securities at the purchase price per share Security to be paid for the Optional Stock shall be the Purchase PriceFirm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by XX Xxxxx described below and the Underwriters Selling Stockholders agree, severally and not jointly, to purchase such shares sell to the Underwriters the respective numbers of Optional StockSecurities obtained by multiplying the number of Optional Securities specified in such notice by a fraction, the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representative to eliminate fractions). Such shares of Optional Stock Securities shall be purchased from the Company each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx the Representative to eliminate fractions). The option granted hereby ) and may be exercised as to all or any part purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this AgreementFirm Securities. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx to the Company. The option granted hereby may be exercised by written notice being given Representative to the Company and the Selling Stockholders. Certificates in negotiable form for the Offered Securities to be sold by XX Xxxxx setting forth the number of Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under Custody Agreements made with the Custodian. Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Optional Stock to be purchased Underwriters hereunder, that the arrangements made by the Underwriters Selling Stockholders for such custody are to that extent irrevocable, and that the date obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. Each time for the delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Securities, being herein referred to as an “Optional Stock (Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, but not earlier) is herein called the if any, being sometimes referred to as a “Option Closing Date” and ”), shall in no event be earlier than two (2) business days nor determined by the Representative but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company Custodian will deliver the Optional Stock Securities being purchased on each Optional Closing Date to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Underwriters (in the form of definitive certificatesRepresentative, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment by the Underwriters of the aggregate Purchase Price purchase price therefor in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx payable the Representative drawn to the order of the Company all [•], at the offices office of Xxxxxx Cravath, Swaine & Xxxxxxx Mxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be of the essence, and delivery made available for checking at the office of Cravath, Swaine & Mxxxx LLP at a reasonable time and place specified pursuant to this Agreement is a further condition in advance of the obligations of each Underwriter hereunder. The Company shall make the certificates for the such Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company that number of shares of Firm Stock (rounded up or down, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares of Firm Stock by a fraction the numerator of which is the number of shares of Firm Stock set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”). The Company will deliver the Firm Stock to the Representatives for the respective accounts of the several Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor in federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx, payable to the order of the Company, all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on , 2005, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “First Closing Date”. The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and XX Xxxxx. The Company shall make the certificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such from the Company, at a purchase price of US$ per share, the respective numbers of shares of the Firm Securities set forth opposite the names of the Underwriters in Schedules A and B hereto. The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price in U.S. dollars in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank reasonably acceptable to Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the Company, at the office of Cravath, Swaine & Xxxxx, at 9:00 A.M., New York time, on July [ ], 2000 or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "First Closing Date". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the U.S. Offering and the International Offering. The certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as the applicable Representative requests and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the U.S. Underwriters may purchase all or less than all of the U.S. Optional StockSecurities and the International Managers may purchase all or less than all of the International Optional Securities at the purchase price per Security to be paid for the corresponding U.S. Firm Securities and International Firm Securities. The Optional Securities to be purchased by the U.S. Underwriters or the International Managers on any Optional Closing Date shall be in the same proportion to all the Optional Securities to be purchased by the U.S. Underwriters and the International Managers on such Optional Closing Date as the U.S. Firm Securities bear to all the Firm Securities and the International Firm Securities bear to all the Firm Securities. The Company agrees to sell to the Underwriters such Optional Securities and the Underwriters agree, severally and not jointly to purchase such Optional Securities. Such shares of U.S. Optional Stock Securities or International Optional Securities as the case may be, shall be purchased from the Company for the account of each U.S. Underwriter or International Manager, as applicable, in the same proportion as the number of shares of the U.S. Firm Stock Securities or International Firm Securities, as applicable, set forth opposite such U.S. Underwriter’s 's or International Manager's name bears to the total number of shares of the U.S. Firm Stock Securities or International Firm Securities, (subject to adjustment by XX Xxxxx CSFBC to eliminate fractions). The option granted hereby , as the case may be, and may be exercised as to all or any part purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this AgreementFirm Securities. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx CSFBC on behalf of Underwriters to the Company. The option granted hereby may be exercised by written notice being given It is understood that CSFBC is authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the Company by XX Xxxxx setting forth terms of CSFBC's instructions to the number of shares of the Optional Stock to be purchased by the Underwriters and the date and Company. Each time for the delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Securities, being herein referred to as an "Optional Stock (Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, but not earlier) is herein called the “Option if any, being sometimes referred to as a "Closing Date” and "), shall in no event be earlier than two (2) business days nor determined by CSFBC but shall be not later than five (5) full business days after written notice of election to purchase the Optional Securities is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Stock Securities being purchased on each Optional Closing Date to the Underwriters (in Representative for the form accounts of definitive certificatesthe several Underwriters, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price purchase price therefor in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank reasonably acceptable to XX Xxxxx payable CSFBC, drawn to the order of the Company all Company, at the offices office of Xxxxxx Cravath, Swaine & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available Securities will be in definitive form, in such denominations and registered in such names as the applicable Representative requests upon reasonable notice prior to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option such Optional Closing Date and will be made available for checking and packaging at the location above office of delivery of, and the form [ ] at a reasonable time in advance of payment for, the such Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the ProspectusClosing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees Selling Securityholders agree to sell the Securities to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company that number of shares of Firm Stock (rounded up or downSelling Securityholders, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares of Firm Stock by at a fraction the numerator of which is the number of shares of Firm Stock set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ of $9.40875 per share (the “Purchase Price”), the respective number of shares of Securities (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule A hereto opposite the name of such Underwriter. Subject to the sale of the Offered Securities by the Selling Securityholders to the Underwriters in compliance with the terms of this Agreement, the Underwriters have agreed to sell to the Company, and the Company has agreed herein to purchase from the Underwriters, the number of Repurchase Shares specified herein at the Purchase Price, as described in the General Disclosure Package and the Final Prospectus. The Company Selling Securityholders will deliver the Firm Stock Securities to or as instructed by the Representatives Representative for the respective accounts of the several Underwriters in a form reasonably acceptable to the Representative against payment of the purchase price by the Underwriters in Federal (in same day) funds by wire transfer to the form of definitive certificates, issued in such names and in such denominations as accounts specified by the Representatives may direct by notice Selling Securityholders to the Representative in writing at least 48 hours in advance and drawn to the Company given order of the Selling Securityholders, at or prior to 12:00 Noon10:00 A.M., New York time, on the second November 22, 2022, or at such other time not later than seven full business day preceding days thereafter as the First Representative, the Company and the Selling Securityholders determine, such time being herein referred to as the “Closing Date (as defined below) against Date”. In addition, subject to the sale of the Offered Securities by the Selling Securityholders to the Underwriters in compliance with the terms of this Agreement, payment of the aggregate Purchase Price therefor purchase price for the Repurchase Shares shall be made by the Company to the Underwriters in federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxxspecified by the Representatives, payable to against delivery of such Repurchase Shares for the order account of the Company, all Company at the offices Closing Date. For purposes of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on , 2005, in accordance with Rule 15c6-1 of under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The time and date Securities so to be delivered or evidence of such payment and delivery are herein referred to as their issuance will be made available for checking at the “First Closing Date”. The First Closing Date and the location office of delivery ofXxxxx Xxxx & Xxxxxxxx LLP at 000 Xxxxxxxxx Xxxxxx, and the form of payment forXxx Xxxx, the Firm Stock may be varied by agreement between the Company and XX Xxxxx. The Company shall make the certificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New YorkXxx Xxxx 00000, New York at least twenty-four 24 hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock (subject to adjustment by XX Xxxxx to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by XX Xxxxx to the Company. The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Stock to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor in federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx payable to the order of the Company all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $16.49375 per share, that number of shares of Firm Stock Securities (rounded up or down, as determined by XX Xxxxx the Representatives in its their discretion, in order to avoid fractions) obtained by multiplying shares 1,351,680 Firm Securities, in the case of the Company, and the number of Firm Stock Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of shares of Firm Stock Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”)Securities. The Company and the Selling Stockholders will deliver the Firm Stock Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters (in the a form of definitive certificates, issued in such names and in such denominations as reasonably acceptable to the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor purchase price by the Underwriters in federal Federal (same day) funds by wire transfer to an account at a bank designated by the Company (with respect to the Firm Securities being sold by the Company), Xx. Xxxxx (with respect to the Firm Securities being sold by Xx. Xxxxx) and DBJ (with respect to the Firm Securities being sold by DBJ), in each case acceptable to XX Xxxxxthe Representatives, payable to the order of the Company, all at the offices office of Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx0000 Xx Xxxxxx Xxxx, Xxxxx 000, Xxx XxxxxXxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 11:00 A.M., New York time, on December 15, 20052010, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as the Exchange Act. The Representatives and the Company determine, such time and date of such payment and delivery are being herein referred to as the “First Closing Date”. The For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the location of delivery of, and Offered Securities sold pursuant to the form of payment for, the Firm Stock may be varied by agreement between the Company and XX Xxxxxoffering. The Company shall make Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the certificates for the Firm Stock available to the Representatives for examination on behalf above office of the Underwriters in New York, New York Xxxxx Xxxx & Xxxxxxxx LLP at least twenty-four 24 hours prior to the First Closing Date. For In addition, upon written notice from the purpose of covering any over-allotments in connection with Representatives given to the distribution Company and sale the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Firm Stock as contemplated by the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The Securities at the purchase price per share Security to be paid for the Optional Stock shall be the Purchase PriceFirm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by XX Xxxxx described below and the Underwriters Selling Stockholders agree, severally and not jointly, to purchase such shares sell to the Underwriters the respective numbers of Optional StockSecurities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is 65,424 in the case of the Company and 170,040 in the case of each of Xx. Xxxxx and DBJ, and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such shares of Optional Stock Securities shall be purchased from the Company and each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx the Representatives to eliminate fractions). The option granted hereby ) and may be exercised as to all or any part purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this AgreementFirm Securities. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx to the Company. The option granted hereby may be exercised by written notice being given Representatives to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and Selling Stockholders. Each time for the delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Securities, being herein referred to as an “Optional Stock (Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, but not earlier) is herein called the if any, being sometimes referred to as a “Option Closing Date” and ”), shall in no event be earlier than two (2) business days nor determined by the Representatives, but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date Company and the First Closing Date are herein called the “Closing Dates”.) The Company Selling Stockholders will deliver the Optional Stock Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Underwriters (in the form of definitive certificatesRepresentatives, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor purchase price therefore in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank designated by the Company (with respect to the Optional Securities being sold by the Company), Xx. Xxxxx (with respect to the Optional Securities being sold by Xx. Xxxxx) and DBJ (with respect to the Optional Securities being sold by DBJ), in each case acceptable to XX Xxxxx payable to the order of the Company all Representatives, at the offices above office of Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be of the essence, and delivery made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time and place specified pursuant to this Agreement is a further condition in advance of the obligations of each Underwriter hereunder. The Company shall make the certificates for the such Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $28.20 per share, that number of shares of Firm Stock Securities (rounded up or down, as determined by XX Xxxxx the Representative in its discretion, in order to avoid fractions) obtained by multiplying shares the number of Firm Stock Securities by a fraction the numerator of which is the number of shares of Firm Stock Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”)Securities. The Company will deliver the Firm Stock Securities to or as instructed by the Representatives Representative for the respective accounts of the several Underwriters (in the a form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing reasonably acceptable to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) Representative against payment of the aggregate Purchase Price therefor purchase price in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx, payable the Representative drawn to the order of the Company, all at the offices office of Xxxxxx & Xxxxxxx Procter LLP, 00000 Xxxx Xxxxx XxxxxThe New York Times Building, Xxxxx 000000 Xxxxxx Xxxxxx, Xxx XxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York timea.m. (Eastern Time), on July 2, 20052021, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as the Exchange Act. The Representative and the Company determine, such time and date of such payment and delivery are being herein referred to as the “First Closing Date”. The .” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and XX Xxxxx. The Company shall make the certificates for the Firm Stock available Offered Securities sold pursuant to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Dateoffering. For the purpose of covering any over-allotments in connection with the distribution and sale Delivery of the Firm Stock as contemplated by Securities will be made through the Prospectusfacilities of the Depositary Trust Company (the “DTC”) unless the Representative shall otherwise instruct. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus (any such notice being an “Option Notice” and such 30 day period being the “Option Period”), the Underwriters may purchase all or less than all of the Optional Stock. The Securities at the purchase price per share to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of shares of Optional Stock shall Securities to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Securities will be delivered (each time for the delivery of and payment for the Optional Securities being herein referred to as an “Optional Closing Date,” which may be the Purchase PriceFirst Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Company agrees to sell to the Underwriters the number of shares of Optional Stock Securities specified in the written such notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional StockSecurities. Such shares of Optional Stock Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx the Representative to eliminate fractions). The option granted hereby ) and may be exercised as to all or any part purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this AgreementFirm Securities. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised pursuant to an Option Notice from time to time, but only within the Option Period, and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx the Representative to the Company. The option granted hereby may Each Optional Closing Date shall be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased determined by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may Representative but shall be the First Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) full business days after written notice an Option Notice is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Stock Securities being purchased on each Optional Closing Date to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Underwriters (in the form of definitive certificatesRepresentative, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price purchase price therefor in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx payable specified by the Company drawn to the order of the Company all at Company. The delivery of any Optional Securities will be made through the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be facilities of the essence, and delivery at DTC unless the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company Representative shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectusotherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company Selling Securityholder agrees to sell the Firm Securities to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company that Selling Securityholder, at a purchase price of $16.72 per share, the respective number of shares of Firm Stock Securities (rounded up or down, subject to such adjustments to eliminate fractional shares as determined by XX Xxxxx in its discretion, in order to avoid fractionsyou may determine) obtained by multiplying shares of Firm Stock by a fraction the numerator of which is the number of shares of Firm Stock set forth in Schedule A hereto opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm StockUnderwriter. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”). The Company Selling Securityholder will deliver the Firm Stock Securities to or as instructed by the Representatives Representative for the respective accounts of the several Underwriters (in the a form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing reasonably acceptable to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) Representative against payment of the aggregate Purchase Price therefor purchase price by the Underwriters in federal Federal (same day) funds by wire transfer to an account the accounts specified by the Selling Securityholder to the Representative in writing at a bank acceptable to XX Xxxxx, payable least 48 hours in advance and drawn to the order of the CompanySelling Securityholder, all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on September 12, 20052019, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as the Exchange Act. The Representative, the Company and the Selling Securityholder determine, such time and date of such payment and delivery are being herein referred to as the “First Closing Date”. The For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and the location delivery of delivery of, and the form of payment for, securities for all the Firm Stock may be varied by agreement between Securities sold pursuant to the Company and XX Xxxxxoffering. The Company shall make Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the certificates for the Firm Stock available to the Representatives for examination on behalf office of the Underwriters in New YorkSxxxxxx Xxxxxxx & Bxxxxxxx LLP at 400 Xxxxxxxxx Xxxxxx, New York Xxx Xxxx, Xxx Xxxx 00000, at least twenty-four 24 hours prior to the First Closing Date. For In addition, upon written notice from the purpose of covering any over-allotments in connection with Representative given to the distribution Company and sale the Selling Securityholder from time to time not more than 30 days subsequent to the date of the Firm Stock as contemplated by the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The Securities at the purchase price per share Security to be paid for the Firm Securities; provided, however, that the amount paid by the Underwriters for any Optional Stock Securities shall be reduced by an amount per share equal to any dividends declared by the Purchase PriceCompany and payable on the Firm Securities but not payable on such Optional Securities. The Company Selling Securityholder agrees to sell to the Underwriters the number of shares of Optional Stock Securities specified in the written such notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional StockSecurities. Such shares of Optional Stock Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx the Representative to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx to the Company. The option granted hereby may be exercised by written notice being given Representative to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and Selling Securityholder. Each time for the delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Securities, being herein referred to as an “Optional Stock (Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, but not earlier) is herein called the if any, being sometimes referred to as a “Option Closing Date” and ”), shall in no event be earlier than two (2) business days nor determined by the Representative but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company Selling Securityholder will deliver the Optional Stock Securities being purchased on each Optional Closing Date to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date Representative against payment of the aggregate Purchase Price purchase price therefor in federal Federal (same day) funds by wire transfer to an account at a bank acceptable the accounts specified by the Selling Securityholder to XX Xxxxx payable the Representative drawn to the order of the Company all Selling Securityholder. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the offices above office of Xxxxxx Sxxxxxx Xxxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be Bxxxxxxx LLP at a reasonable time in advance of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the such Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company that number of shares of Firm Stock (rounded up or down, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares of Firm Stock by a fraction the numerator of which is the respective number of shares of Firm Stock set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto and the denominator of which is the total number of shares of Firm Stockhereto. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ $2.6133 per share (the “Purchase Price”). The Company will deliver the Firm Stock to the Representatives Representative for the respective accounts of the several Underwriters (in Underwriters, through the form facilities of definitive certificatesThe Depository Trust Company, issued in such names and in such denominations as the Representatives Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second time at least one full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx, the Representative payable to the order of the Company, all at the offices of Xxxxxx & Xxxxxxx Procter LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000000 Xxxxxx Xxxxxx, Xxx XxxxxXxxx, Xxxxxxxxxx XX 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on July 20, 20052015, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “First Closing Date”. The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and XX Xxxxx. The Company shall make the certificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing DateRepresentative. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice delivered by XX Xxxxx the Representative to the Company described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Firm Stock (subject to adjustment by XX Xxxxx the Representative to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time prior to the exercise of such right upon written notice by XX Xxxxx the Representative to the Company. The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Stock to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor in federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx payable to the order of the Company all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company that number of shares of Firm Stock (rounded up or downCompany, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares of Firm Stock by at a fraction the numerator of which is the number of shares of Firm Stock set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price of US$21.99375 per share to be paid by the Underwriters to the Company for the Stock will be $ per share ADS (the “Purchase Price”), that number of Firm Securities that bears the same proportion to the number of Firm Securities to be sold by the Company as the number of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Securities. The Company will deliver the Firm Stock Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters (in the a form of definitive certificates, issued in such names and in such denominations as reasonably acceptable to the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor purchase price in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx, payable the Representatives drawn to the order of the Company, all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Company at 10:00 A.M., New York City time, on March 8, 20052019, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as the Exchange Act. The Representatives and the Company determine, such time and date of such payment and delivery are being herein referred to as the “First Closing Date”. The For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and the location delivery of delivery of, and the form of payment for, securities for all the Firm Stock may be varied by agreement between Securities sold pursuant to the offering. In addition, upon written notice from the Representatives given to the Company and XX Xxxxx. The Company shall make the certificates for the Firm Stock available from time to time, not more than 30 days subsequent to the Representatives for examination on behalf date of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be Securities at the Purchase PricePrice per ADS. The Company agrees to sell to the Underwriters the number of shares of Optional Stock Securities specified in the written such notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional StockSecurities. Such shares of Optional Stock Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx the Representatives to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx the Representatives to the Company. The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and Each time for the delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Securities, being herein referred to as an “Optional Stock (Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, but not earlier) is herein called the if any, being sometimes referred to as a “Option Closing Date” and ”), shall in no event be earlier than two (2) business days nor determined by the Representatives but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Stock Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price purchase price therefor in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx payable the Representatives drawn to the order of the Company all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the ProspectusCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ per share, that number of shares of Firm Stock Securities (rounded up or down, as determined by XX Xxxxx the Representatives in its their discretion, in order to avoid fractions) obtained by multiplying shares Firm Securities in the case of the Company and the number of Firm Stock Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of shares of Firm Stock Securities set forth opposite the name of such Underwriter in Schedule B hereto and the denominator of which is the total number of Firm Securities. The Company and the Selling Stockholders will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company in the case of the Firm Securities sold by the Company, Smiths Group Holdings Netherlands B.V. in the case of the Firm Securities sold by Smiths Group Holdings Netherlands B.V. and Xxxxxxxx X. Xxxxxxx, in the case of the Firm Securities sold by Xxxxxxxx X. Xxxxxxx, at the New York, New York, office of Cravath, Swaine & Xxxxx LLP, at 9:00 A.M. (New York City time), on August 13, 2007, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the offering. The certificates for the Firm Securities will be in definitive form, in such denominations and registered in such names as the Representatives request and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the numbers of shares of Optional Securities obtained by multiplying the number of shares of Optional Securities specified in such notice by a fraction the numerator of which is the numbers of shares of Optional Securities set forth opposite the names of such Selling Stockholder, as the case may be, under the caption “Number of Optional Securities to be Sold” in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share Optional Securities (subject to be paid adjustment by the Underwriters Representatives to the Company for the Stock will be $ per share (the “Purchase Price”eliminate fractions). The Company will deliver the Firm Stock to the Representatives for the respective accounts of the several Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor in federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx, payable to the order of the Company, all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on , 2005, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “First Closing Date”. The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and XX Xxxxx. The Company shall make the certificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Such Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock Securities shall be purchased from the Company each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx the Representatives to eliminate fractions). The option granted hereby ) and may be exercised as to all or any part purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this AgreementFirm Securities. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx to the Company. The option granted hereby may be exercised by written notice being given Representatives to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and Selling Stockholders. Each time for the delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Securities, being herein referred to as an “Optional Stock (Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, but not earlier) is herein called the if any, being sometimes referred to as a “Option Closing Date” and ”), shall in no event be earlier than two (2) business days nor determined by the Representatives but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Stock Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price purchase price therefor in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx payable the Representatives drawn to the order of the Company all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M.office of Cravath, New York Time, on the business day preceding the Option Closing DateSwaine & Xxxxx LLP. The Option certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the location above office of delivery ofCravath, and the form Swaine & Xxxxx LLP at a reasonable time in advance of payment for, the such Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the ProspectusClosing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company that Company, at a purchase price of $[l ] per share, the respective number of shares of Firm Stock (rounded up or down, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares of Firm Stock by a fraction the numerator of which is the number of shares of Firm Stock Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”)hereto. The Company will deliver the Firm Stock Securities to or as instructed by the Representatives Representative for the respective accounts of the several Underwriters (in the a form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing reasonably acceptable to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) Representative against payment of the aggregate Purchase Price therefor purchase price for such Firm Securities by the Underwriters in federal Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to XX Xxxxx, payable the Representative) drawn to the order of the Company, all at the offices office of Xxxxxx & Xxxxxxx LLP, 00000 000 Xxxx Xxxxxx Xxxxx Xxxxx0000, Xxxxxxx, Xxxxx 00000000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 9:00 A.M., New York time, on [l ], 20052013, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as shall be agreed upon by the Exchange Act. The Company and the Representative, such time and date of such payment and delivery are being herein referred to as the “First Closing Date”. The .” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and XX Xxxxx. The Company shall make the certificates for the Firm Stock available Offered Securities sold pursuant to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Dateoffering. For the purpose of covering any over-allotments in connection with the distribution and sale Delivery of the Firm Stock as contemplated by Securities will be made through the facilities of the Depositary Trust Company (the “DTC”) unless the Representative shall otherwise instruct. In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The Securities at the purchase price per share Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of shares of Optional Stock shall Securities to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Securities will be delivered (each time for the delivery of and payment for the Optional Securities being herein referred to as an “Optional Closing Date,” which may be the Purchase PriceFirst Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by XX Xxxxx described below Underwriters, and the Underwriters agree, severally and not jointly, to purchase such shares of Optional StockSecurities. Such shares of Any Optional Stock Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx the Representative in its discretion to eliminate fractions). The option granted hereby ) [and may be exercised as to all or any part purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this AgreementFirm Securities]. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx Credit Suisse to the Company. The option granted hereby may Each Optional Closing Date shall be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased determined by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may Representative but shall be the First Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) full business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Stock Securities being purchased by the Underwriters on each Optional Closing Date to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Underwriters (in the form of definitive certificatesRepresentative, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor purchase price for such Optional Securities in federal Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to XX Xxxxx payable the Representative) drawn to the order of the Company all Company, at the offices above office of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall The delivery of any Optional Securities will be made through the facilities of the essence, and delivery at DTC unless the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company Representative shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectusotherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Shareholder agrees, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, that number of shares of Firm Stock (rounded up or down, as determined by XX Xxxxx Cxxxx and Txxxxx Wxxxxx in its their discretion, in order to avoid fractions) obtained by multiplying 5,000,000 shares of Firm Stock in the case of the Company and the number of shares of Firm Stock set forth opposite the name of such Selling Shareholder in Schedule B hereto, in the case of a Selling Shareholder, in each case by a fraction the numerator of which is the number of shares of Firm Stock set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company and the Selling Shareholders for the Stock will be $ per share $10.23 (the “Purchase Price”). The Company and the Custodian, on behalf of the Selling Shareholders, will deliver the Firm Stock to the Representatives for the respective accounts of the several Underwriters (Underwriters, through the facilities of The Depositary Trust Company, in the form of definitive certificateseach such case, issued in credited to such names accounts and in such denominations as the Representatives may direct by notice in writing to the Company and the Custodian given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds by wire transfer to an account at a bank reasonably acceptable to XX Xxxxx, Cxxxx and Txxxxx Wxxxxx payable to the order of the CompanyCompany and, Continental Stock Transfer & Trust Co. as Custodian for the Selling Shareholders for the Firm Stock sold by them all at the offices of Xxxxxx Wxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxx LLPRxxxxx, 00000 Xxxx Xxxxx XxxxxProfessional Corporation, Xxxxx 000in New York, Xxx Xxxxx, Xxxxxxxxxx 00000New York. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on December 20, 20052006, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “First Closing Date”. .” The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between among the Company, the Selling Shareholders, Cxxxx and Txxxxx Wxxxxx. The Company, in the event the Representatives elect to have the Underwriters take delivery of definitive certificates instead of delivery from the Company of the certificates through the facilities of The Depository Trust Company, and XX Xxxxx. The Company the Custodian, on behalf of the Selling Shareholders, shall make the certificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours one (1) full business day prior to the First Closing Date. For the purpose of covering any over-over allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees Selling Shareholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of shares of Optional Stock obtained by multiplying the number of shares of Optional Stock specified in the written such notice by XX Xxxxx described below a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Shareholders in Schedule B hereto under the caption “Number of Shares of Optional Stock to be Sold” and the Underwriters agree, severally and not jointly, to purchase such denominator of which is the total aggregate number of shares of Optional StockStock to be sold (subject to adjustment by Cxxxx and Txxxxx Wxxxxx to eliminate fractions). Such shares of Optional Stock shall be purchased from the Company each Selling Shareholder for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Firm Stock (subject to adjustment by XX Xxxxx Cxxxx and Txxxxx Wxxxxx to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by XX Xxxxx Cxxxx and Txxxxx Wxxxxx to the CompanyCompany and Selling Shareholders. The option granted hereby may be exercised by written notice being given to the Company Company, the Custodian and the Selling Shareholders by XX Xxxxx Cxxxx and Txxxxx Wxxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the such Optional Stock (which may be the First Closing Date, but not earlier) is herein called referred to as the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Each Option Closing Date and the First Closing Date are herein called referred to as the “Closing Dates.”.) The Company Custodian, on behalf of the Selling Shareholders, will deliver the Optional Stock to the Underwriters (Representatives for the respective accounts of the several Underwriters, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company and the Custodian given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date (as defined above)) against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds by wire transfer to to, an account at a bank acceptable to XX Xxxxx Cxxxx and Txxxxx Wxxxxx payable to the order of Continental Stock Transfer & Trust Co. as Custodian for the Company Selling Shareholders for the Optional Stock sold by them, all at the offices of Xxxxxx Wxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxx LLPRxxxxx, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000Professional Corporation. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company Selling Shareholders shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the at least one (1) full business day preceding prior to the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between among the Company Company, the Selling Shareholders, Cxxxx and XX XxxxxTxxxxx Wxxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company that number of shares of Firm Stock (rounded up or downCompany, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares of Firm Stock by at a fraction the numerator of which is the number of shares of Firm Stock set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price of $[●] per share to be paid by the Underwriters to the Company for the Stock will be $ per share ADS (the “Purchase Price”), that number of Firm Securities (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Securities to be sold by the Company as the number of Firm Securities set forth in SCHEDULE A hereto opposite the name of such Underwriter bears to the total number of Firm Securities. The Company will deliver the Firm Stock Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters (in the a form of definitive certificates, issued in such names and in such denominations as reasonably acceptable to the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor purchase price in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx, payable the Representatives drawn to the order of the Company, all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be Company at 10:00 A.M., New York City time, on [●], 20052018, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as the Exchange Act. The Representatives and the Company determine, such time and date of such payment and delivery are being herein referred to as the “First Closing Date”. The .” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date shall be the settlement date for payment of funds and the location delivery of delivery of, and the form of payment for, securities for all the Firm Stock may be varied by agreement between Securities sold pursuant to the offering. In addition, upon written notice from the Representatives given to the Company and XX Xxxxx. The Company shall make the certificates for the Firm Stock available from time to time not more than 30 days subsequent to the Representatives for examination on behalf date of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be Securities at the Purchase PricePrice per ADS. The Company agrees to sell to the Underwriters the number of shares of Optional Stock Securities specified in the written such notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional StockSecurities. Such shares of Optional Stock Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx the Representatives to eliminate fractions). The option granted hereby ) and may be exercised as to all or any part purchased by the Underwriters only for the purpose of covering over-allotment made in connection with the sale of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this AgreementFirm Securities. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx the Representatives to the Company. The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and Each time for the delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Securities, being herein referred to as an “Optional Stock (Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, but not earlier) is herein called the if any, being sometimes referred to as a “Option Closing Date” and ”), shall in no event be earlier than two (2) business days nor determined by the Representatives but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Stock Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price purchase price therefor in federal Federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx payable the Representatives drawn to the order of the Company all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the ProspectusCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $12.555 per share, that number of shares of Firm Stock Securities (rounded up or down, as determined by XX Xxxxx the Representatives in its their discretion, in order to avoid fractions) obtained by multiplying shares 3,800,000 Firm Securities in the case of the Company and the number of Firm Stock Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of shares of Firm Stock Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”)Securities. The Company and the Transfer Agent will deliver the Firm Stock Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters (in the a form of definitive certificates, issued in such names and in such denominations as reasonably acceptable to the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor purchase price in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx, payable the Representatives drawn to the order of the CompanyCompany in the case of 3,800,000 shares of Firm Securities and each of the Selling Stockholders in the case of the number of Firm Securities set forth opposite the name of such Selling Stockholder on Schedule A hereto, all at the offices office of Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP, 00000 Xxxx Xxxxx Xxxxx000 Xxxxxx Xxxxxx, Xxxxx 000Suite 3300, Xxx XxxxxHouston, Xxxxxxxxxx 00000. Time shall be of the essenceTexas 77002, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on February 8, 20052017, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as the Exchange Act. The Representatives and the Company determine, such time and date of such payment and delivery are being herein referred to as the “First Closing Date”. The For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the location Offered Securities sold pursuant to the offering. Delivery of delivery of, and the form of payment for, the Firm Stock may Securities will be varied by agreement between made through the facilities of DTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company and XX Xxxxx. The Company shall make the certificates for the Firm Stock available Selling Stockholders from time to time not more than 30 days subsequent to the Representatives for examination on behalf date of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The Securities at the purchase price per share Security to be paid for the Firm Securities; provided, however, that the amount paid by the Underwriters for any Optional Stock Securities shall be reduced by an amount per share equal to any dividends declared by the Purchase PriceCompany and payable on the Firm Securities but not payable on such Optional Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by XX Xxxxx described below and the Underwriters Selling Stockholders agree, severally and not jointly, to purchase such shares sell to the Underwriters the respective number of Optional StockSecurities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such shares of Optional Stock Securities shall be purchased from the Company each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx the Representatives to eliminate fractions). The option granted hereby ) and may be exercised as to all or any part purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this AgreementFirm Securities. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx to the Company. The option granted hereby may be exercised by written notice being given Representatives to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and Selling Stockholders. Each time for the delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Securities, being herein referred to as an “Optional Stock (Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, but not earlier) is herein called the if any, being sometimes referred to as a “Option Closing Date” and ”), shall in no event be earlier than two (2) business days nor determined by the Representatives but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company Selling Stockholder will deliver the Optional Stock Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Underwriters (in the form of definitive certificatesRepresentatives, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor purchase price therefore in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx payable the Representatives drawn to the order of the Company all Selling Stockholders in the case of the number of Optional Securities set forth opposite the name of such Selling Stockholder on Schedule A hereto, at the offices above office of Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall The delivery of any Optional Securities will be made through the facilities of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to DTC unless the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectusshall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Stockholder agrees, severally and not jointly, to sell to each Underwriterthe Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $[___] per share, that number of shares of Firm Stock Securities (rounded up or down, as determined by XX Xxxxx the Representatives in its their discretion, in order to avoid fractions) obtained by multiplying shares [ ] Firm Securities in the case of the Company and the number of Firm Stock Securities set forth opposite the name of such Selling Stockholder in Schedule A-2 hereto in the case of a Selling Stockholder, in each case, by a fraction the numerator of which is the number of shares of Firm Stock Securities set forth opposite the name of such Underwriter in Schedule A A-1 hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”)Securities. The Company and the Selling Stockholders will deliver the Firm Stock Securities to the Representatives for the respective accounts of the several Underwriters (in the a form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing reasonably acceptable to the Company given at or prior to 12:00 NoonRepresentatives, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor purchase price in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx, payable the Representatives drawn to the order of the CompanyCompany or each Selling Stockholder, all as applicable, at the offices office of Xxxxxx Shearman & Xxxxxxx Sterling LLP, 00000 Xxxx 1000 Xxxxx XxxxxXxxx, Xxxxx 000Menlo Park, Xxx XxxxxCalifornia 94025, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on August [___], 20052007, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as the Exchange Act. The Representatives and the Company determine, such time and date of such payment and delivery are being herein referred to as the “First Closing Date”. The For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the location of delivery of, and Offered Securities sold pursuant to the form of payment for, the Firm Stock may be varied by agreement between the Company and XX Xxxxxoffering. The Company shall make the certificates for the Firm Stock available Securities so to be delivered will be in definitive form, in such denominations and registered in such names as the Representatives request and will be made available for examination on behalf checking and packaging at the above office of the Underwriters in New York, New York Shearman & Sterling LLP at least twenty-four 24 hours prior to the First Closing Date. For In addition, upon written notice from the purpose Representatives given to the Company and such Selling Stockholders who propose to sell the Optional Securities from time to time not more than 30 days subsequent to the date of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The Securities at the purchase price per share Security to be paid for the Optional Stock shall be the Purchase PriceFirm Securities. The Company agrees to sell to the Underwriters the number Estate of shares of Optional Stock specified in the written notice by XX Xxxxx described below Jxxx X. Xxxxxx and the Underwriters Gxxxxxx, Sxxxx & Co. agree, severally and not jointly, to purchase such shares sell to the Underwriters the respective numbers of Optional StockSecurities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule A-1 hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such shares of Optional Stock Securities shall be purchased from the Company each such Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx the Representatives to eliminate fractions). The option granted hereby ) and may be exercised as to all or any part purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this AgreementFirm Securities. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx to the Company. The option granted hereby may be exercised by written notice being given Representatives to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and such Selling Stockholders. Each time for the delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Securities, being herein referred to as an “Optional Stock (Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, but not earlier) is herein called the if any, being sometimes referred to as a “Option Closing Date” and ”), shall in no event be earlier than two (2) business days nor determined by the Representatives but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date Estate of Jxxx X. Xxxxxx and the First Closing Date are herein called the “Closing Dates”.) The Company Gxxxxxx, Sxxxx & Co. will deliver the Optional Stock Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Underwriters (in the form of definitive certificatesRepresentatives, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor purchase price in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx payable the Representatives drawn to the order of the Company all each such Selling Stockholder, at the offices above office of Xxxxxx Shearman & Xxxxxxx Sterling LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the location above office of delivery of, and the form Shearman & Sterling LLP at a reasonable time in advance of payment for, the such Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the ProspectusClosing Date.

Purchase, Sale and Delivery of Offered Securities. 2 On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $[ ● ] per share, that number of shares of Firm Stock Securities (rounded up or down, as determined subject to adjustment by XX Xxxxx the Representative in its discretion, in order discretion to avoid eliminate fractions) obtained by multiplying shares [ ● ] Firm Securities, in the case of the Company, and the number of Firm Stock Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of shares of Firm Stock Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”)Securities. The Company and the Selling Stockholders will deliver the Firm Stock Securities to or as instructed by the Representatives Representative for the respective accounts of the several Underwriters (in the a form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing reasonably acceptable to the Company given at or prior to 12:00 NoonRepresentative, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor purchase price for such Firm Securities by the Underwriters in federal Federal (same day) funds by a wire transfer to an account at a bank specified, as applicable, by the Company and each Selling Stockholder (and acceptable to XX Xxxxx, payable the Representative) drawn to the order of the CompanyCompany and the Selling Stockholders, all as applicable, at the offices office of Xxxxxx & Xxxxxxx LLP, 00000 000 Xxxx Xxxxxx Xxxxx Xxxxx0000, Xxxxxxx, Xxxxx 00000000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 9:00 A.M., New York time, on [ ● ], 2005or at such other time not later than seven full business days thereafter as shall be agreed upon by the Company and the Representative, in accordance with Rule 15c6-1 of the Exchange Act. The such time and date of such payment and delivery are being herein referred to as the “First Closing Date”. The .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the location Offered Securities sold pursuant to the offering contemplated by this Agreement. Delivery of delivery of, and the form of payment for, the Firm Stock may Securities will be varied by agreement between made through the facilities of the Depositary Trust Company (the “DTC”) unless the Representative shall otherwise instruct. In addition, upon written notice from the Representative given to the Company and XX Xxxxx. The Company shall make the certificates for the Firm Stock available Selling Stockholders from time to time not more than 30 days subsequent to the Representatives for examination on behalf date of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The Securities at the purchase price per share Security to be paid for the Optional Stock shall be the Purchase PriceFirm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by XX Xxxxx described below and the Underwriters Selling Stockholders agree, severally and not jointly, to purchase such shares sell to the Underwriters the respective numbers of Optional StockSecurities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representative to eliminate fractions). Such shares of Optional Stock Securities shall be purchased from the Company each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx the Representative in its discretion to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx to the Company. The option granted hereby may be exercised by written notice being given Representative to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and Selling Stockholders. Each time for the delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Securities, being herein referred to as an “Optional Stock (Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, but not earlier) is herein called the if any, being sometimes referred to as a “Option Closing Date” and ”), shall in no event be earlier than two (2) business days nor determined by the Representative but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company Each Selling Stockholders will deliver the Optional Stock Securities being purchased from such Selling Stockholder on each Optional Closing Date to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Underwriters (in the form of definitive certificatesRepresentative, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor purchase price therefore in federal Federal (same day) funds by a wire transfer to an account at a bank specified by such Selling Stockholder (and acceptable to XX Xxxxx payable the Representative) drawn to the order of the Company all such Selling Stockholder, at the offices office of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall The delivery of any Optional Securities will be made through the facilities of the essence, and delivery at DTC unless the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company Representative shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectusotherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $97 per Unit, that number of shares of Firm Stock Securities (rounded up or down, as determined by XX Xxxxx the Representatives, in its their discretion, in order to avoid fractions) obtained by multiplying shares the total number of Firm Stock Securities by a fraction fraction, the numerator of which is the number of shares of Firm Stock Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”)Securities. The Company will deliver the Firm Stock Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters (in the a form of definitive certificates, issued in such names and in such denominations as reasonably acceptable to the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor purchase price in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx, payable the Representatives drawn to the order of the Company, all at the offices office of Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000000 Xxxxxx Xxxxxx, Xxx XxxxxXxxx, Xxxxxxxxxx XX 00000. Time shall be of the essence-0000, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on November 21, 20052014 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, in accordance with Rule 15c6-1 of the Exchange Act. The such time and date of such payment and delivery are being herein referred to as the “First Closing Date”. The .” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the location Offered Securities sold pursuant to the offering. Delivery of delivery ofthe Offered Securities shall be made through the facilities of The Depositary Trust Company (“DTC”) unless the Representatives shall otherwise instruct. In addition, and upon written notice from the form of payment for, the Firm Stock may be varied by agreement between Representatives given to the Company and XX Xxxxx. The Company shall make on or after the certificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The Securities at the purchase price per share Unit to be paid for the Optional Stock shall be the Purchase PriceFirm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Stock Securities specified in the written notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional Stocknotice. Such shares of Optional Stock Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx the Representatives to eliminate fractions). The option granted hereby ) and may be exercised as to all or any part purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this AgreementFirm Securities. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx the Representatives to the Company. The option granted hereby may be exercised by written notice being given Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company by XX Xxxxx setting forth with respect to the number offering of shares Offered Securities contemplated hereby (including in connection with determining the terms of the Optional Stock offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be purchased responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the date and Company. Each time for the delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Securities, being herein referred to as an “Optional Stock (Closing Date,” which may be the First Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two Date (2) business days nor later than five (5) business days after written notice is given. (The Option Closing Date and the First Closing Date are herein called the and each Optional Closing Date, if any, being sometimes referred to as a “Closing DatesDate”.), shall be determined by the Representatives but shall be not later than the twelfth (12th) calendar day following the First Closing Date. The Company will deliver the Optional Stock Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Underwriters (in the form of definitive certificatesRepresentatives, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor purchase price therefore in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx payable the Representatives drawn to the order of the Company all at the offices above office of Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time Delivery of the Optional Securities shall be made through the facilities of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to DTC unless the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectusshall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of __% of the principal amount thereof plus accrued interest from ______ to the First Closing Date (as defined herein), that number of shares principal amount of Firm Stock Securities (rounded up or down, as determined by XX Xxxxx Credit Suisse First Boston Corporation ("CSFBC") in its discretion, in order to avoid fractions) obtained by multiplying shares $100,000,000 principal amount of Firm Stock Securities by a fraction the numerator of which is the number of shares of Firm Stock Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares principal amount of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”)Securities. The Company will deliver against payment of the purchase price the Firm Stock to the Representatives for the respective accounts of the several Underwriters (Securities in the form of one or more permanent global securities in definitive certificatesform (the "FIRM GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., issued as nominee for DTC. Interests in such names and any Firm Global Securities will be held only in such denominations as book-entry form through DTC, except in the Representatives may direct limited circumstances described in the Prospectus. Payment for the Firm Securities shall be made by notice the Underwriters in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx, payable CSFBC drawn to the order of the Company, all Company at the offices office of Xxxxxx Ropes & Xxxxxxx LLPXxxx, 00000 Xxxx Xxxxx Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxx 000Xxxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery Xxxxxxxxxxxxx at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 9:30 A.M., New York (eastern standard time), on February 20, 20052001, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as CSFBC and the Exchange Act. The Company determine, such time and date of such payment and delivery are being herein referred to as the “First Closing Date”"FIRST CLOSING DATE," against delivery to the Trustee as custodian for DTC of the Firm Global Securities representing all of the Firm Securities. The First Closing Date and Firm Global Securities will be made available for checking at the location office of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and XX Xxxxx. The Company shall make the certificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York Ropes & Xxxx at least twenty-four 24 hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s name bears to the total number of shares of Firm Stock (subject to adjustment by XX Xxxxx to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by XX Xxxxx to the Company. The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Stock to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor in federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx payable to the order of the Company all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholders, that number of shares of Firm Stock (rounded up or down, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares of Firm Stock by a fraction the numerator of which is the number of shares of Firm Stock set forth opposite (x) the name of such Underwriter in Schedule A hereto and (y) the denominator name of which is the total number of shares of Firm Stocksuch Selling Stockholder in Schedule B hereto. The purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholders for the Stock will be $ $15.81 per share (the “Purchase Price”). The Company and the Selling Stockholders, will deliver the Firm Stock to the Representatives for the respective accounts of the several Underwriters (Underwriters, through the facilities of The Depository Trust Company, in the form of definitive certificateseach such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the First Firm Closing Date (as defined below) against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx, specified by the Company payable to the order of the Company, Company and the Selling Stockholders for the Firm Stock sold by them all at the offices of Xxxxxx & Xxxxx Xxxxxxx LLP, 00000 Xxxx 0 Xxxxx Xxxxx, Xxxxx 000Xxxxxx, Xxx XxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on April 23, 20052019, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “First Firm Closing Date”. The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between among the Company Company, the Selling Stockholders and XX Xxxxx. The Company shall make the certificates for the Firm Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing DateRepresentatives. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of shares of Optional Stock obtained by multiplying the number of shares of Optional Stock specified in the written such notice by XX Xxxxx described below a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold” and the Underwriters agree, severally and not jointly, to purchase such denominator of which is the total number of shares of Optional StockStock (subject to adjustment by the Representatives to eliminate fractions). Such shares of Optional Stock shall be purchased from the Company each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Firm Stock (subject to adjustment by XX Xxxxx the Representatives to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously isis being, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by XX Xxxxx Representatives to the Company. The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”Selling Stockholders.) The Company will deliver the Optional Stock to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor in federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx payable to the order of the Company all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each Selling Stockholder agrees, severally and not jointly, to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $ per share, that number of shares of Firm Stock Securities (rounded up or down, as determined by XX Xxxxx CSFBC in its discretion, in order to avoid fractions) obtained by multiplying shares 1,500,000 Firm Securities in the case of the Company and the number of Firm Stock Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, in each case by a fraction the of numerator of which is the number of shares of Firm Stock Securities set forth opposite the name of such Underwriter in Schedule A B hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $ per share (the “Purchase Price”)Securities. The Company and the Custodian (as such term is defined below) will deliver the Firm Stock Securities to the Representatives for the respective accounts of the several Underwriters (in the form of definitive certificatesUnderwriters, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor purchase price in federal Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to XX Xxxxx, payable CSFBC drawn to the order of the CompanyCompany in the case of 1,500,000 shares of Firm Securities and to the Custodian for the respective accounts of the Selling Stockholders in the case of 2,000,000 shares of Firm Securities, all at the offices office of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxx LLPXxxxxx, 00000 Xxxx Xxxxx XxxxxProfessional Corporation, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on December , 20051999, in accordance with Rule 15c6-1 of or at such other time not later than seven full business days thereafter as CSFBC and the Exchange Act. The Company determine, such time and date of such payment and delivery are being herein referred to as the “"First Closing Date”". The For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the location of delivery of, and Offered Securities sold pursuant to the form of payment for, the Firm Stock may be varied by agreement between the Company and XX Xxxxxoffering. The Company shall make the certificates for the Firm Stock Securities so to be delivered will be in definitive form if required by CSFBC, in such denominations and registered in such names as CSFBC requests and will be made available to for checking and packaging at the Representatives for examination on behalf office of the Underwriters in New YorkXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, New York Professional Corporation at least twenty-four 24 hours prior to the First Closing Date. For Certificates in negotiable form for the purpose Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under custody agreements ("Custody Agreements") made with BancBoston, N.A., as custodian ("Custodian"). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of covering the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any over-allotments individual Selling Stockholder or the occurrence of any other event, or in connection the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the distribution terms and sale conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Firm Stock as contemplated by Custodian shall have received notice of such death or other event or termination. In addition, upon written notice from CSFBC given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Stock. The Securities at the purchase price per share Security to be paid for the Optional Stock shall be the Purchase PriceFirm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Stock Securities specified in the written such notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional StockSecurities. Such shares of Optional Stock Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Stock Securities (subject to adjustment by XX Xxxxx CSFBC to eliminate fractions). The option granted hereby ) and may be exercised as to all or any part purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this AgreementFirm Securities. No Optional Stock Securities shall be sold and or delivered unless the Firm Stock Securities previously has have been, or simultaneously isare, sold and delivered. The right to purchase the Optional Stock Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx CSFBC to the Company. The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the First Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company will deliver the Optional Stock to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor in federal (same day) funds by wire transfer to an account at a bank acceptable to XX Xxxxx payable to the order of the Company all at the offices of Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.